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Once Upon a Time in America (1984)

R | | Crime, Drama | 1 June 1984 (USA)
2:41 | Trailer
A former Prohibition-era Jewish gangster returns to the Lower East Side of Manhattan over thirty years later, where he once again must confront the ghosts and regrets of his old life.


Sergio Leone


Harry Grey (based on novel "The Hoods" by), Leonardo Benvenuti (screenplay by) | 6 more credits »
787 ( 8)
Top Rated Movies #72 | Nominated for 2 Golden Globes. Another 11 wins & 9 nominations. See more awards »





Cast overview, first billed only:
Robert De Niro ... Noodles
James Woods ... Max
Elizabeth McGovern ... Deborah
Treat Williams ... Jimmy O'Donnell
Tuesday Weld ... Carol
Burt Young ... Joe
Joe Pesci ... Frankie
Danny Aiello ... Police Chief Aiello
William Forsythe ... Cockeye
James Hayden James Hayden ... Patsy
Darlanne Fluegel ... Eve (as Darlanne Fleugel)
Larry Rapp ... Fat Moe
Dutch Miller Dutch Miller ... Van Linden
Robert Harper ... Sharkey
Richard Bright ... Chicken Joe


Epic tale of a group of Jewish gangsters in New York, from childhood, through their glory years during prohibition, and their meeting again 35 years later. Written by Andrew Welsh <andreww@bnr.ca>

Plot Summary | Plot Synopsis


Crime, passion and lust for power - Sergio Leone's explosive saga of gangland America. See more »


Crime | Drama

Motion Picture Rating (MPAA)

Rated R for strong violence, sexual content, language and some drug use | See all certifications »

Parents Guide:

View content advisory »

Did You Know?


It took six writers, including director Sergio Leone, to adapt Harry Grey's novel for this film. See more »


While Dominic looks at himself in the mirror, just after the boys talk about the deadbeat newsstand vendor, a lady can be seen behind him picking up a 50-star U.S. flag. But the flag in 1920 had 48 stars. See more »


[first lines]
[In 1933, three goons question a young woman about Noodles]
Beefy: Where is he? Where's he hiding?
Eve: I don't know... I've been looking for him since yesterday.
[second goon slaps her harshly; she falls onto the bed]
Beefy: I'm gonna ask you for the last time: where is he?
Eve: I don't know... what are you gonna do to him?
[second goon shoots her dead]
Beefy: [to third goon] Stay here in case that rat shows up.
One of Beefy's Thugs: Okay.
See more »

Crazy Credits

Joey Faye is credited as the "adorable old man." See more »

Alternate Versions

For its U.S. theatrical release the film was cut by 90 minutes from 3 hours and 47 minutes to 2 hours and 19 minutes after savage reviews from American critics after the film's premiere at Cannes. Many film critics gave two separate reviews for the film. While the complete European version was highly praised outside the USA (but slated by many American critics when given a limited US release a few months after a heavily cut version was released) the edited US theatrical release was critically butchered. See more »


Referenced in End Roll (2012) See more »


Music by Ennio Morricone
See more »

User Reviews

A wonderful epic that is really only about one man's regret - excellent
21 September 2002 | by bob the mooSee all my reviews

Noodles returns to the New York of his youth in response to an invitation to come and meet. His return is his first for half his life having fled New York to avoid being killed for ratting out his gangster friends. His return is mysterious and he doesn't know why he has been summoned. His return sparks memories of his childhood and adulthood growing up in the area with his friends and eventual business partners.

A three and a half hour movie may not be everyone's idea of fun. On the other hand, many people who see a running time over 180 minutes immediately assume it is an epic that must be `the greatest film ever made'. In this case the time is worth the effort, even if it a little luxurious and overlong. The plot is too sweeping to go into detail, encompassing 30 years in the main part and a further 30 by way of suggestion. Basically it comes down to Noodles memories of his life when he was growing up, up till the point we find him now, as an old man with little but those memories. As a story this is moving and involving. There are maybe too many lingering shots of Noodles staring into the distance but these don't feel as lazy as they have in other films.

Noodles past and the misery of him now is involving enough, but the main thread is Noodle's past, both childhood and adulthood in crime and love. The sheer detail that must be covered is well done. The film not only includes many major events but also minor things like the scene where the boy is tempted to eat a cream cake! This mix is very rewarding and makes it feel a lot more detailed than it actually is. The story is a real feel of several generations of crime and is very involving.

The cast make the film and hold the attention during the scenes that are longer than they should be etc. De Niro convinces as youth and bitter old man and holds the eye easily as both. Woods is much better than usual even if his character is the same. McGovern is good considering she has a minor role, but as an `old woman' she looks the same as she was when she was young. Actors like Williams, Aiello, Forsythe, Hayden etc easily fill out the gangster etc roles without falling into cliché or caricature. Just as rewarding are the child actors who carry the first hour of the film. Not only do they actually look like the actors in question, but they also do a very good job. There are some bum notes but they do mange the innocence of youth with the emotional basis for the rest of the film.

The direction is excellent – both gritty streets but with an affectionate slant of Noodles' memories. The direction is made almost perfect by the use of Ennio Morricone's score. It is at once haunting but slightly warming and `Debra's theme' has become one of my favourite tunes. The overall effect is one of a rich tapestry that eventually weaves into a very personal epic of regret and loss.

An excellent film that deserves to be recognised as both one of the great crime epics but also a personal and moving film.

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Frequently Asked Questions

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USA | Italy


English | Italian | French | Yiddish | Hebrew

Release Date:

1 June 1984 (USA) See more »

Also Known As:

Once Upon a Time in America See more »


Box Office


$30,000,000 (estimated)

Opening Weekend USA:

$2,412,014, 3 June 1984

Gross USA:


Cumulative Worldwide Gross:

See more on IMDbPro »

Company Credits

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Technical Specs


| (re-cut) | (extended cut)

Sound Mix:

Mono | Dolby Digital



Aspect Ratio:

1.85 : 1
See full technical specs »

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