Sergio Leone was originally going to film Harry Grey's autobiographical novel "The Hoods" in a normal linear narrative manner, but in the 1970s, he began to expand the story into an epic semi-surreal tale, with a succession of screenwriters, including Norman Mailer and Stuart Kaminsky.
When filming was completed, the footage ran to a total of eight to ten hours. Director Sergio Leone and Editor Nino Baragli trimmed the footage to around six hours, with the plan of releasing the film as two three-hour movies. The producers refused this idea, and Leone had to further cut the film down to three hours and forty-nine minutes.
According to James Woods, a critic dubbed the film (in its two hour and twenty-four minute version) the worst of 1984. Several years later, that same critic watched the original three hour and forty-nine minute version, and called it the best of the 1980s.
A few days before the film's premier in 1984, Treat Williams found out the two-hour version, not the three hour and forty-nine minute version, would be shown in theaters. He was heard to have said that no one would understand the movie in the shortened version. Indeed, the film did not do well at theaters, and was shut out of the Oscars, and received no nominations. When the video cassette and DVD versions were released in the original three hour and forty-nine minute version, the film ultimately found commercial and critical success.
Sergio Leone had refused the offer to direct The Godfather (1972), an opportunity he deeply regretted. This may have partly inspired him to try a gangster film. Leone has also notably used the flashback technique pioneered in The Godfather: Part II (1974).
While the three hour and forty-nine minute version is touted as the definite version of the film, Sergio Leone wanted the film to have a running time of four hours and ten minutes to four hours and thirty-four minutes. The three hour and forty-nine minute version left out forty-five minutes that Leone considered essential on the cutting room floor, including: further explanation of the mob and labor relationship, David "Noodles" Aaronson meeting Carol (Tuesday Weld) in 1968, and a good deal of footage featuring Noodles' relationship with Eve (Darlanne Fluegel).
Robert De Niro suggested that James Woods wear a set of perfect, bright white teeth to demonstrate Secretary Bailey's wealth and vanity. The producers balked at the cost, so De Niro paid for them himself.
The scene where David "Noodles" Aaronson (Robert De Niro) takes Deborah (Elizabeth McGovern) to dinner was filmed in Venice, while the fateful ride home was filmed an ocean away, at the New Jersey Shore.
Robert De Niro was the first person cast, having been approached for a role as David "Noodles" Aaronson during filming The Godfather: Part II (1974), and was later actively involved with choosing the remaining cast members.
Sergio Leone was thrilled at meeting the "real" David "Noodles" Aaronson, Harry Grey, and said he resembled Edward G. Robinson: "The grotesque realism of this elderly gangster who, at the end of his life, couldn't stop himself using a repertoire of cinematic citations, of gestures and words seen and heard thousands of times on the big screen, stimulated my curiosity and amused me. I was struck by the vanity of this attempt, and by the grandeur of its bankruptcy."
Though not mentioned in the film, David "Noodles" Aaronson's prison sentence is twelve to thirteen years. This can be worked out when Deborah (upon meeting him at the bar shortly after he is released) says she counted down from 4,566 days until she could see him again.
The film is largely based on gangster Harry Grey's semi-autobiographic novel "The Hoods", but draws its inspiration from two other literary sources: Jack London's novel "Martin Eden", about a man who becomes disillusioned with his world (the book actually appears in the film); and F. Scott Fitzgerald's novel "The Great Gatsby", about a man who becomes wealthy and powerful to become worthy of the woman he loves.
Joe Pesci originally auditioned for Max, but Sergio Leone convinced him that he wouldn't be quite right for the role. As a favor to Pesci's friend Robert De Niro, Leone told Pesci that he could pick whichever of the available roles he wanted as his own instead. He chose the part of Frankie, which was considerably larger in the original script, than it is in the finished movie.
Sergio Leone based the film's visual style on the paintings of artists Reginald Marsh, Edward Hopper, and Norman Rockwell and Edgar Degas (for Deborah's dancing scenes) and the photographs of Jacob Riis (for the 1922 sequences).
Fat Moe's 1968 bar was based on an actual location where Sergio Leone met Harry Grey. This bar, which was Grey's recommendation, was situated near New York City's New Calvary Cemetery, just off Greenpoint Avenue, and was, as Leone described, "dark and sordid, with people sitting at little tables in the shadows having secret conversations in whispers." Leone claimed the bartender even looked like Fat Moe himself.
When Producer Alberto Grimaldi read the script, he wrote a long letter to Sergio Leone listing what he felt were the crucial flaws: the film was too long (it would have run for five hours, and the American distributors would cut it down to two); and David "Noodles" Aaronson was too negative for the American public (as Grimaldi put it, "he rapes a woman and kills people without reason!"). Grimaldi demanded that either the script be redone, or he would not produce it.
In June 1982, prior to the start of filming, Sergio Leone tried to contact Harry Grey to tell him the good news of his story being made into a film. Grey's wife told Leone that her husband had died a few weeks earlier.
Ennio Morricone had originally composed "Deborah's Theme" in the 1970s for another film, but it was rejected. Morricone presented the piece to Sergio Leone for use in the film, but Leone was initially reluctant to use it, since he considered it very similar to Morricone's main theme for Once Upon a Time in the West (1968).
From 1980 to 1982, Sergio Leone divided his time between interviewing more than three thousand actors and actresses for over one hundred ten speaking roles (of those, five hundred auditions were videotaped), scouting locations, and supervising the pruning and reshaping of the script.
In October 1975, Sergio Leone declared that the cast would feature Gérard Depardieu as David "Noodles" Aaronson and Richard Dreyfuss as Max, with James Cagney playing the old David "Noodles" Aaronson and Jean Gabin playing the old Max. However, while Cagney and Dreyfuss were flattered by the proposition, Cagney had trembling hands, and Dreyfuss did not feel it was the right moment for him to take on the part of Max.
In 1968, Deborah is acting in William Shakespeare's "Antony and Cleopatra". This sums up David "Noodles" Aaronson and Deborah's relationship: David "Noodles" Aaronson is enchanted and frustrated by Deborah, as she leads him on, and turns him down; and it is not until the play's conclusion, that she reveals her true feelings for him.
The "Song of Songs", as read in the Jewish Bible, is heard twice in the film. The first time, Deborah catches David "Noodles" Aaronson spying on her and recites it to him; and the second time, David "Noodles" Aaronson recites it to Deborah while they are on the beach. Notably, the characters are narrating it according to their own understanding of the Song, so neither version is quite accurate.
Sergio Leone intended that the film be a tribute to early gangster films: David "Noodles" Aaronson's visit to his childhood house is similar to Dead End (1937). David "Noodles" Aaronson's nostalgia for the days of his youth was taken from High Sierra (1941). As in Angels with Dirty Faces (1938), two boyhood chums grow up to be very different, and one of them visits their childhood hangouts, and remembers the old days. The changing times bring a new era of unions and politics, similar to Bullets or Ballots (1936). The gangster (Max) who gradually turns paranoid comes from White Heat (1949). The suitcase at the train station pays homage to Cry of the City (1948) and The Killing (1956). The inscription "Your men will fall by the sword" was taken from Little Caesar (1931). The relationship between David "Noodles" Aaronson and Deborah is similar to Eddie and Jean's romance from The Roaring Twenties (1939). The Chinese theatre scenes are a tribute to The Lady from Shanghai (1947). David "Noodles" Aaronson's arrival at Senator Bailey's house parallels a scene in The Big Heat (1953).
In the early 1960s, Sergio Leone's brother-in-law Fulvio Morsella read an Italian translation of Harry Grey's book, "The Hoods", to him. The book claimed to be "an autobiographical account" of the life of a Jewish gangster in New York City's Lower East Side, and written by Grey while he was incarcerated in Sing Sing prison. Leone was very taken with the book, and it served as his major inspiration in making a gangster film that would capture the spirit of America.
Deborah is associated with the theme of mirrors: In 1923, when Deborah first dances in the back room, she looks at herself in a mirror. She later taunts David "Noodles" Aaronson to "look at himself", which makes him look in a mirror. In 1933, before she reunites with David "Noodles" Aaronson, Deborah looks at herself in a compact mirror. In 1968, she spends nearly her whole time with David "Noodles" Aaronson in front of a mirror.
Actor Paul Herman on Sergio Leone: He said he'd give me a part without having to read, but I insisted on reading for it. I got the part of Monkey, a bar owner. All the interiors were shot in Rome, except for my scene. That was done at McSorley's (bar) on East 7th Street. Everyone else got round trip tickets to Italy. I paid cab fare back and forth to East 7th Street.
The bar in which the five young members of the gang debate whether to take the dollar the bartender offers them for burning the newsstand, or roll the drunk, is McSorley's Alehouse on 15 E. 7th Street near St. Mark's Square. It opened in 1854, and is the oldest continually operating bar in the United States. The building, from which the boys exit, is not, however, the exterior of McSorley's.
During filming, Sergio Leone hailed Robert De Niro as a much better actor than Clint Eastwood, whom Leone had frequently directed (and of whom Leone had been jealous, as at that time, Eastwood was getting more directorial acclaim than he was). However, afterwards, Leone made his peace with Eastwood and retracted these statements.
It reportedly took many years for Sergio Leone to secure the rights to Harry Grey's book "The Hoods", on which this film was based, because another Producer, Dan Curtis, held the rights, and wasn't willing to give them up. So in 1976, Leone turned to Producer Alberto Grimaldi, who persuaded Curtis to give up the rights in exchange for Grimaldi financing Burnt Offerings (1976), a replacement movie starring Oliver Reed and Bette Davis.
To prepare a draft of the script, Screenwriter Norman Mailer barricaded himself in a Rome hotel with whiskey bottles, boxes of Cuban cigars, and a typewriter for three weeks. Mailer then had a meeting with Harry Grey to appropriately complete the draft, but Sergio Leone did not find it acceptable.
The exteriors in the scene where the adult David "Noodles" Aaronson visits the mausoleum, containing the bodies of his three friends, was filmed at Woodlawn Cemetery in The Bronx. The mausoleum was actually that of John "Bet a Million" Gates, a founder of Texaco, and the man credited with popularizing barbed wire.
The opera symphony "Amapola", can be heard on several occasions in the film: Deborah dances to a jazzy version on the gramophone, Fat Moe's band plays the tune (also jazzed-up) in the speakeasy, and a strings version is heard during David "Noodles" Aaronson's date with Deborah.
Screenwriter Stuart Kaminsky was brought in, as he was Jewish, and had written many 1940s mystery tales, and so could realistically tie the film to the Jewish culture, and still maintain the mystery surrounding David "Noodles" Aaronson's life. Kaminsky was also an admirer of Sergio Leone, and his work.
According to Scott Schutzman Tiler, who played the young David "Noodles" Aaronson, no one on the set spoke any English, including Sergio Leone. The only word that Leone ever used in English was "Goodbye".
In the original script, Deborah Gelly was fifteen-years-old, but Elizabeth McGovern was twenty-years-old when shooting began, twenty-one-years-old when it ended, and twenty-two-years-old when the movie premiered.
In October 1975, Sergio Leone visited Canada to scout locations around Montreal, where there were more 1930s décor and architecture than New York City (and also has a history, as the epicenter of Prohibition). During this time, he declared that part of the story would be set in Canada, with an important role prepared for Robert Charlebois.
Sergio Leone was contracted to deliver a film that would run for two hours and forty-five minutes. His final cut was nearly four hours long. The American distributors reacted by excising an hour and twenty-five minutes from the running time (though Leone's intended cut was seen in its entirety in Europe).
According to Sergio Donati, from 1967 to 1977, all Sergio Leone had for the film was an opening scene: the corpse of an old gangster falls into the Hudson River and sinks to the bottom, where an underwater neighborhood of bodies is revealed. Leone devised this scene with Screenwriter Robert Dillon, who then pilfered it for 99 and 44/100% Dead (1974).
According to an interview with Stuart Kaminsky on the Special Edition DVD, the outline that was given to him was around two hundred pages. Kaminsky was asked by Sergio Leone to fill in the dialogue in the two hundred-page outline. Kaminsky came back with a draft that was four hundred pages long, and Leone read all four hundred pages of the draft in front of Kaminsky as soon as it was given to him.
David "Noodles" Aaronson is associated with the motif of doors and keys: In 1933, a Chinaman ushers David "Noodles" Aaronson in and out of the opium den. In 1933, David "Noodles" Aaronson steals the locker key and Fat Moe's clock key, and returns the clock key to Moe in 1968. In 1968, David "Noodles" Aaronson reunites with Moe, who unlocks his door to let him in. In 1923, David "Noodles" Aaronson surreptitiously unlocks the bathroom door to let Peggy in. In 1923, Deborah (who is given a key) purposely leaves her door unlocked to let David "Noodles" Aaronson in, but after his fight with Bugsy, she locks him out, In 1933, Deborah charges David "Noodles" Aaronson of wanting to "lock her up and throw away the key". In 1933, when David "Noodles" Aaronson makes a phone call, he makes sure the door is locked (and afterwards, Max locks the door). In 1968, the cemetery caretaker unlocks the mausoleum door for David "Noodles" Aaronson (where he finds a key, which in turn opens a locker containing money and a contract). In 1968, Deborah and Max show David "Noodles" Aaronson an alternative back door, from which to leave.
The script was written in Italian by Leonardo Benvenuti. In 1981, writing partners Piero De Bernardi and Enrico Medioli, and Stuart Kaminsky were brought in to appropriately translate it into English. According to Kaminsky, Benvenuti was primarily responsible for devising the visual scenes, Medioli maintained the epic nature of the film, and Kaminsky wrote all of the dialogue (Kaminsky also collaborated with Robert De Niro to ensure the characterization between Max and David "Noodles" Aaronson was both similar and distinct).
Two (perhaps deliberate) musical anachronisms are present in the film: the song "God Bless America", heard at the beginning and end of the film (in 1933), is the version from This Is the Army (1943); and the song "Summertime" played by a jazz band at the beach when Prohibition is repealed, was composed in 1935, two to three years after the repeal.
In the early stages of production, Gérard Depardieu was cast to play the young David "Noodles" Aaronson, and Jean Gardner was going to play the old Noodles. Depardieu said that he was willing to learn English with a Brooklyn accent for the role.
According to one of the screenwriters, Sergio Leone did thirty-five takes of a large (and expensive) crowd scene, only to insist on one more, because he noticed a kid in the crowd looking directly at the camera.
Due to various edits and revisions over the years, this movie has been issued four separate MPAA ratings certificates (27422, 27588, 38573, and 49116). In all four instances, the movie received an "R" rating.
Tonino Delli Colli shot some tests in the 2.35:1 format. Sergio Leone determined that too many of the new multiplexes, which were replacing the full size movie theaters at that time, could not show the format in its full width. This was the only time he shot one of his films in the matted spherical widescreen format of 1.85:1.
The trivia items below may give away important plot points.
The film premiered at the 1984 Cannes Film Festival in its original running time of three hours and forty-nine minutes, but in its American release, the film was heavily edited by The Ladd Company (against Sergio Leone's wishes), and cut down to two hours and twenty-four minutes. This version scrapped the flashback structure Leone used, and instead arranged all of the scenes in chronological order (a well-meaning, but ultimately demeaning and criticized move). Most of the major cuts were in the childhood scenes, making the 1933 scenes the most prominent part of the film. David "Noodles" Aaronson's 1968 meeting with Deborah was removed, and the film's "garbage truck and opium den" conclusion was altered to Secretary Bailey shooting himself off-screen. This version flopped in the U.S., and many American critics, who knew of Leone's original cut, attacked the short version viciously. Some critics compared shortening the film to shortening Richard Wagner's operas (some of which run over five hours), saying that works of art that are meant to be long should be given the respect they deserve.
Sergio Leone hinted that the final scene of the film (David "Noodles" Aaronson hiding in an opium den in 1933, high on opium) could suggest that the film was a dream and vision induced by opium. Opium users often report of experiencing vivid fantasies, which tend to explore the user's past and future.
The number thirty-five plays a part in the destinies of David "Noodles" Aaronson and Max. In 1923, David "Noodles" Aaronson steals Max's watch at 6:35, and Max threatens to "do something with his time". He later causes David "Noodles" Aaronson to go into exile for thirty-five years. In 1968, David "Noodles" Aaronson's final words to Max (who lived for thirty-five years as Secretary Bailey) are "to let a lifetime of work go to waste". Soon afterwards, Max throws himself into a garbage truck with a license plate reading "35".
Vehicles are used as a barrier in Max's first and last appearances in the film. While trying to discreetly pickpocket a drunk, the boys time their move with a passing carriage that will block them from a police officer's view. Max sits atop this carriage. In Max's final scene, he walks behind a passing garbage truck, where he presumably (but not conclusively) jumps into the auger to commit suicide, out of David "Noodles" Aaronson's view.