Starring Robert De Niro, James Woods, Elizabeth McGovern, Treat Williams, Tuesday Weld, Burt Young, Joe Pesci, Danny Aiello, Bill Forsythe, Jennifer Connelly, Scott Tyler, Rusty Jacobs.
Written by Franco Arcalli, Leo Benvenuti, Piero De Bernardi, Franco Ferrini, Enrico Medioli, Stuart Kaminski & Sergio Leone.
Directed by Sergio Leone.

Grade: A

Analysis by Dana Knowles.

Note: This is an analysis of the full 227-minute version of the movie. It contains spoilers and is intended for people who have already seen the movie.

Once Upon a Time in America is an outstanding film on several levels. Its length and its impeccable attention to period detail give it the feel of an epic. But at its heart, it is the story of one man's journey through life, and the price he's paid for the choices he made along the way. Though his age is never specified, Noodles (Robert De Niro) must have been born just after the turn of the century, making him about 30 when we first meet him in the opium den beneath the Chinese theatre. We know he is a hunted man, and by the looks of things, he is also a haunted man... still young, but devoid of vibrance. He isn't merely hiding out from thugs, Noodles is hiding out from life itself... lost in a druggy haze of nothingness. But he can't really hide from the past, as we see when a ringing telephone cues his memory and we are provided a glimpse of the events that led him to seek this refuge.

It's easy to see why this film spooked the distribution staff at Warner Bros. Its pace is languid, its structure labyrinthian, its protagonist supremely anti-heroic, and its story ambiguous and light on resolution or satisfaction. To the impatient viewer, it might seem to be a pointless or confusing yawner. But Leone invests his tale with a wealth of resonant moods and moments if you keep your eyes open and your mind sharp. The structure itself is worth the price of admission (or rental, as the case may be). Leone begins his tale in the middle, slides into the future, then leaps backward to the distant past... seen through the eyes of the aging Noodles as he returns to the neighborhood he fled 35 years earlier as that hunted and haunted adult. The transitions are visual and aural, Leone's directorial mastery ringing through them like the telephone that nags and nags at Noodles and ignites his memory in that opium den.

This is the sort of complex, graceful moviemaking that transports me more deeply and more reliably than any dozen effects extravaganzas put together. It's no coincidence that many of my favorite films employ this approach. The Godfather, Part II, The English Patient, and Titanic spring immediately to mind. And--to a lesser degree--films like Pulp Fiction and Reservoir Dogs. By doling out bits and pieces of the narrative with jumps between past and present, the filmmakers invite the audience to make connections between those moments... to let go of a narrow, linear sense of story in order to embrace the links between the elements... and to remind us that in human experience, the past is never dead and gone. Memory and reflection bring it into our present and will drag it into our future as well. That we are--every day of our lives--who we have been in days that have passed. Each crossroads we face will involve choices that define us forever, because to take one path is to leave another behind. And what we leave behind is not merely another life we may have lived, but another self we may have been. This is the essential underpinning of Once Upon a Time in America, because in that respect, the story of Noodles is the story of us all.

As for the particulars of this tale and the craft behind its telling... where to begin?? I suppose I should simply get the raves and huzzahs out of the way before I dive into the story and themes. Leone's direction is spectacular! His shots and aural cues evoke time and place in ways that a Hollywood hack would have missed. His early 20th century "childhood" sequences are particularly amazing for the art direction, which is as scruffy and sooty as it is quaint and beautiful. Too many films recreate this era as pristine in its details. But they were messy, dirty times. I loved the way the streets were teeming with people and carts and interactions before automobiles took them over in the later sequences. It allows us to feel the insignificance of a small immigrant boy at the center of this world. The sequences set in the 1930s have the glossy darkness we associate with classic gangster films, and because Noodles and his compatriots are now wealthy, the locations and costumes are full of style and beauty, which underlines the allure of the gangster lifestyle that they have chosen. The look of the future (1968) is shabby and rundown, reflecting both the aging Noodles and what's left of his childhood haunts. There's a blandness to it all, but also a touching hint at the endurance of memory. Would those kids messing around on the sidewalk ever guess what history lives inside of the seemingly unremarkable old guy who shuffles across the street, or what history lives inside of the street itself or the buildings that line it? Certainly not. But Noodles knows. And we know too (or will soon enough, anyway).

De Niro is marvelous in this film. It's one of his most controlled and understated performances. Of particular note is his portrayal of the aging Noodles. He's slow, cautious, methodical, weak, and weary in a way that speaks volumes about the weight of the fear and regret that he's carried with him for 35 years. When he calls and then meets with Fat Moe in the very place most central to his history, an air of profound melancholy hangs over the scene. We don't yet know all of what that history entails, but it's difficult to feel anything but affection or pity for this man in this moment. The sense of great loss is palpable, because it lives in De Niro's eyes. How fitting that these weary, heartbroken eyes will be the focus of Leone's transition to his childhood, where they are replaced behind the peephole with the awestruck hopefulness in the eyes of a boy in love. How far has he come (or fallen) in his life? Very far indeed.

James Woods is also terrific as Max, his energetic slickness just barely masking the deep emotions that reside so close to the surface. He manages to be likeable despite being the (for want of a better word) villain, and it's never a mystery to us why Noodles would follow this friend into the web that would finally engulf him and rip away his life. Woods' own charisma is an essential element to Max's character. Without it, the narrative would fall apart. Others worthy of mention: Jennifer Connelly as the young Deborah, Tuesday Weld as Carol (the victim in the diamond heist, later to become Max's girl), and the child actors who portray the boys in the flashback sequences. Scott Tiler (Noodles) and Rusty Jacobs (Max) do particularly nice work mirroring the body language and facial expressions of DeNiro and Woods, making them credible antecedents to the more recognizable actors we know they are paralleling. The entire supporting cast is very good. And while Elizabeth McGovern does a fine job with the older Deborah, she suffers a bit from being cast for her look (as opposed to her charisma), and because Connelly gets the first shot at Deborah and gives her such a memorable air of haughty self-assurance and reluctant sweetness/vulnerability that McGovern sometimes seems reduced to reaching for those notes in her scenes. Her strength as an actress is openness, but Deborah is a character who maintains deliberate distance, a task seemingly more suited to the young Connelly. Still, McGovern has the perfect look: doll-like and delicate, and beautiful in an almost unnatural way. As we view her through the romantic obsessions of Noodles, this aspect of her presence in the film carries more weight than it would in a different sort of narrative, making what could have been a serious flaw into a minor problem of little consequence. McGovern gives a nice performance, but I couldn't help wishing that Connelly could have grown up quickly enough to play Deborah as an adult too.

Now... to the story. The structure is crucial to its resonance, because by dropping us in on Noodles at what appears to be his lowest ebb and then taking us to his future, everything that comes before these moments carries the burden of consequence. We know that Noodles is recalling the moments that shaped his life and brought him to where he is, so we look for what he looks for in remembrance: where he failed and why. How he came to be hunted and haunted--and later, broken and weary and spent. It's interesting to note the choices made by Leone as to what needs telling. He does not give us Noodles' full background. We don't even meet his family, though we follow him for a key episode in his childhood. We are made aware of his poverty and his lowly social status, but the points he recalls focus on the competing interests that drive his character. First and foremost is his love for Deborah. We are first introduced to young Noodles as he spies on her dancing in the storage room behind the restaurant. She is the light at the center of his tiny universe. He's captivated by her beauty, and she is amused and pleased by his interest. Clearly, the feelings go both ways. But there is a problem between them. She seems not of his world in some fundamental way. Though she is also a child of this neighborhood, her beauty and ambition set her apart from him. She seems to be of another class altogether--a point she underlines when he confronts her on the street. Though she loves him, she calls him a "roach," urging him to take a look at himself. The implication of what may merely be a childish taunt is clear: he is a nobody, and until he's a somebody she will never be his. This is the first of several turning points for Noodles, because it ignites his desire to seize the "American Dream" and make himself into more than his humble beginnings might reasonably portend. In addition, we share an important moment after Deborah dismisses him and walks away. Now joined by his pals, Noodles feigns a macho dismissal of her as a soon-to-be-conquered sexual object. Clearly, he fears that they might see the tenderness and love that he feels for this young girl, and think him less of a man for it. In one tidy little sequence, the stage is set for Noodles' downfall at his own hand.

When Max arrives upon the scene, Noodles is taken aback... first by his audacity (in co-opting the drunk they're about to roll), and later by his unexpected loyalty in the confrontation with the policeman over the watch. He's a guy with wit and imagination, and his charismatic hold on Noodles is immediate. Here's a guy who not only sees something worth connecting to in Noodles, but his ingenuity and ambition promise to open doors to places that Noodles hadn't dreamt of. The friendship they form is precisely the type that resonates for a lifetime, because they are symbiotically connected as leader and follower, each in need of the other. And the acceptance that Max affords Noodles is in direct contrast to the rejection by Deborah. His needs are met at a moment when they are most predominant, and the fact that this older guy wishes to take up with the vulnerable kid he knows himself to be allows for a form of reassurance regarding his manhood. And thus, the central conflict of Noodles' life is set in motion. Torn between love (Deborah) and manly ambition (Max), the choices he makes will forge his future and define his character.

I felt that Max's rivalry with Deborah went beyond whatever desire Max has to appropriate and dominate Noodles. Though unspoken and never fully developed into an overt revelation, Max primarily sees Deborah as a rival for Noodles' love. Aside from his obvious misogyny, there are hints at Max's probable homosexuality and his possessiveness with regard to Noodles, particularly when Deborah is in the picture. In what I believe to be the most crucial of the many turning points Noodles faces in the film, Max interrupts an exchange between Deborah and Noodles wherein she professes her love and offers him her heart, if only he will become the man she sees inside of his shabby punk exterior. She opens a door for Noodles... an alternate future with her if only he can recognize and realize his potential and his true nature. But Max implores him to walk away, to slam the door shut by choosing him. When Noodles leaves Deborah and walks outside to join Max, the door is both figuratively and literally closed on him. After Bugsy and his thugs arrive and beat the crap out of Max and Noodles, he drags his bloody body to her door and begs her to let him inside. But the resolve in her eyes as she stands behind the door and ignores his pleas tells us that she'll never let him inside her heart again. He's made his choice, and will have to live with it.

What follows that moment is a progression of scenes that drag Noodles further and further from any hope of that alternate future. As Max ups the ante, taking on Bugsy's operation directly, success begins to come their way. In a classic bit of American Entrepreneurial Spirit, the boys cement an association with mobsters by devising a clever means of retrieving lost booty in the event of a sea bound raid on smuggling boats. And despite our reservations regarding their involvement in organized crime, we can't help admiring their ingenuity. Because that is the essence of the American Dream as we envision it... a country where anybody with a better idea and the wherewithal to apply it can elevate himself to a new station in society. When the boys gather around their suitcase full of money and make their pact to stash equal shares in what will presumably be a lifetime bond and commitment, we respond with pride and satisfaction. This is, however, short-lived. We soon see the price to be paid for their success when Bugsy pursues them with a gun and kills the youngest boy, Dominic. Here they are... dapper and dashing in their expensive new clothes, satisfied with themselves and their prospects, without a care in the world. But it costs them. It costs them a friend. And--in the case of Noodles--it costs him his freedom when he kills Bugsy in a fit of desperate rage. As he disappears behind the enormous stone walls of the prison, we cut to old Noodles standing outside the mausoleum containing the remains of his boyhood pals, a transition made with a cut to a quotation that (apparently) adorned the entrance to the prison, and now adorns the entrance to the crypt: "Your youngest and strongest will fall by the sword." After the murder of Dominic that we've just witnessed, we know what resonance that quote must have for Noodles.

From the mausoleum, Noodles is led back to the lockers where the first suitcase of money had been stashed. Because this scene is juxtaposed so closely with the parallel scene in the distant past, it strikes a particularly ominous note. When he finds the large amount of cash and the note (which, endearingly, he must put on his glasses to read), there is a sense that fate is catching up with him. As he walks away in the nighttime darkness, fear begins to overtake him. The noises of the overpass and nearby traffic are used to great effect here. We feel the oppressive force of his past and the weight (again, both literal and figurative) of the suitcase full of money that he carries warily onward. Whatever it means, it cannot be good. When the tension is broken by a frisbee whizzing over his head, it's a jarring moment. How more innocuous a cultural icon could Leone have chosen? But before we can even react to it, we're plunged back into the past, which has now skipped ahead at least 15 years to the release of Noodles from prison. I love this stuff! The weaving of the narrative threads together is so beautifully structured that each piece leaves questions dangling even as it closes in on answering others. Throughout, we are reminded of the way memory links this moment to others, adding to the sense that we are seeing this story unfold through Noodles' own thoughts.

As the narrative progresses, we watch Noodles get inextricably caught up in Max's web after his release from prison. What appears to be a decent shot at life via the partnerships in business and the speakeasy soon gives way to Max's unlimited ambitions. Bigger, better, stronger, more! Noodles voices concerns, but doesn't act on them. And his hope of escaping Max is dashed when he meets Deborah again on the night of his release. She seems happy enough to see him, but it quickly becomes clear to Noodles that she has moved on. As he searches for signs that she carries a torch that matches his own, she holds him at arms length and confesses only limited interest in his return. As the hope drains slowly from his eyes, their conversation is (again!) broken up by Max, who calls to him from the office doorway. Whether her indifferent reception was genuine or simply a matter of posturing becomes a moot point, because her nonchalance drives him toward Max, who has his own designs on Noodles' future. Again, it's a turning point for Noodles. He's newly free and hasn't yet committed another crime. But with nothing else to hang onto, he clings to Max and takes another step toward his own doom. Max solidifies this connection by plunging him immediately into an alliance with a major mafioso (Joe Pesci), which leads to the diamond heist, the rape, and the surprise hit on Joe (Burt Young) and his goons. Fresh out of prison, Noodles becomes a thief, a rapist and a murderer in one fell swoop. Driving away from the scene of the hit, the significance of these events is not lost on him. He's trapped in a life that can only end badly, with the real control in the hands of men he neither likes nor trusts. It's only a matter of time before the friends will betray one another. But it's too late to turn back.

Max spins more and more out of control as his ambitions drive him upward into the mob's intent to infiltrate and control labor unions. In the meantime, Noodles recedes a bit as if rethinking his path. When he finally decides to woo Deborah with their trip to the seaside resort, a glimmer of hope comes alive in him. But when he finally spills his guts, quoting her childhood romantic references back to her and telling her that she was the thing that kept him alive in prison, she announces that she's leaving in the morning for Hollywood to pursue her dreams. At first he deflates, but soon the lifetime of pent-up frustration and rage at her rejections seems to fill every molecule of his body and soul. In the limo scene, her advances are met with coldness. And the degree to which fury consumes him can be seen in the tightness of his face and the hollow void in his eyes. It isn't merely that she is choosing to follow her own path, but that she allowed him to reveal his weakness and his vulnerability to her before telling him the truth. The depth of his wound is immeasurable, and his anger will clearly not be contained. When he brutally rapes Deborah, he seems to be passing his humiliation and degradation over to her, as if to say "this is how I feel." It's a horribly disturbing scene, because we know that there is love between them, but his need for revenge at her "betrayal" is too powerful to be denied. As with Bugsy in the stabbing scene, he submits to his rage in an animalistic way... mindlessly acting on it without regard to what it will all mean. When he follows her to the train station and she sees him, glares at him with loathing, and lowers the shade, it's difficult not to feel sad for both of them. His actions were an unforgivable breach of trust and a betrayal that will haunt them both for life. If it hasn't become clear before this moment, we are now absolutely aware of the degree to which Noodles' ultimate destruction is self-inflicted.

Oddly, however, there is a form of redemption that awaits him. When the last act culminates in the revelation of who has summoned old Noodles back to New York and why, it's fascinating to see the level of calm with which he approaches the moment. It's as if the bitterness and malice have been drained from him, and the tremendous weight of his guilt and remorse have been lifted from his shoulders. The script is wonderful in this scene, because Noodles never breaks the illusion and acknowledges the truth of his host's identity. It's almost as if he must keep Max dead in order to keep him at a distance. He can say no. Finally. And be secure in the knowledge that this choice reflects his genuine desire to put the past to rest and to live by the code he's always had inside of him, but had heretofore lacked the courage to employ. It's an interesting victory for such a lost soul, because his exile and isolation have brought him to himself... that self that Deborah could see hiding behind the scruffy punk. Wisdom and clarity are finally his, though perhaps too late for satisfaction beyond the peace that it brings to him as his days dwindle.

There is a moment during this last scene with Max that is incredibly touching. It's the look in Noodles' eyes when Max pulls out the watch that played such a major role in their first meeting. What's passed between them is all there, and DeNiro's restraint makes it incredibly poignant. The affection, the memory of a deep bond of friendship, the sadness at what's been lost or--more accurately--what's been thrown away by these two men in the course of living their lives. Who might they have been if they hadn't allowed themselves to be derailed by their fears and desires, and their desperation to rise above their circumstances and take control of the world they inhabited? And how lost are they? Is it too late? Not really, because Max's insistence on dragging Noodles back to New York may begin as a selfish move, but in practical terms it is a form of liberation and absolution for his childhood friend. By revealing the facts behind the depth of his betrayal, he sets Noodles free from his past to the extent that could ever be possible. And by offering him a chance at revenge, he provides Noodles with the opportunity to forgive and walk away. Somehow, love endures. And acting out of love redeems.

The ending of Once Upon a Time in America is amazing, because it brings us back full-circle to the beginning, which is actually the middle. The degree of ambiguity contained in the final shot is astonishing, because it provides a plethora of possible interpretations. With a story like this, it's far more intriguing and satisfying than almost any other ending imaginable. Because we've entered Noodles' world and story through the portal of his mind, there's no telling what this last shot means. Is the "future" portion of the narrative a construct of his imagination? An act of penance (loss of money, exile, etc.) followed by resolution and redemption and the undoing of his culpability in the death of Max? Is it his imagined future... the one he hopes to live through? Or is that last shot simply indicative of the moment when the drug kicks in and pulls him out of the world he has created, giving him relief and peace, however false? Or is it the moment when he realizes that--with Max and the others dead--he is finally free of that life, and a (presumably) wealthy free man, to boot? This is, after all, a shot that would precede his discovery of the empty suitcase in the locker. Or is he merely smiling at the distorted Noodles that he sees in the mirror (who looks, by the way, a heck of a lot like the "aging" Noodles because of that distortion)? I have no idea which--if any--of these interpretations applies to Leone's intent. I like to think it amused him to boggle the minds of his audience, because despite the fact that we've just been on a tour of the life of Noodles, he's still an enigma at the end... as all people outside of ourselves must necessarily be. This is the sort of ending that makes you want to sit through the entire movie again in hopes of finding the "answer." But there is no answer to be had. Just questions and speculations, which swim about and nag you if you let them. This was my third viewing of the film, and I still don't have the foggiest idea how to read it beyond Leone's intent to intrigue. It's almost as if he mocks the very notion of comprehending humanity, or conveying comprehension through a neatly-resolved story on film. Which is just fine with me, because I don't disagree with that sentiment at all.

Analysis © June 1999 by AboutFilm.Com and the author.
Images © 1984 by Ladd Company/PSO International/Warner Bros.

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