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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 (novel), Leonardo Benvenuti (screenplay) | 6 more credits »
610 ( 74)
Top Rated Movies #72 | Nominated for 2 Golden Globes. Another 11 wins & 8 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
Learn more

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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


As boys, they said they would die for each other. As men, they did. 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?


Brooke Shields was offered the role of Deborah Gelly in a conversation with Sergio Leone, but after a writers' strike, Shields didn't reach a financial agreement. See more »


In the very first scene, when the woman is shot, her shirt is covered in blood. When she is shot again, even more blood stains her shirt, but when she falls back, her shirt is completely free of blood. 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

UK cinema and video versions were cut by 10 secs by the BBFC to remove shots of a gun being pressed against a woman's breasts and to briefly shorten the rape scene in the car. The 2002 DVD is fully uncut. See more »


Referenced in The Lost Boys (1987) See more »


Music by Ennio Morricone
See more »

User Reviews

Not simply the greatest of gangster movies,but one of the greatest movies ever,a multi-layered,melancholic masterpiece that demands repeated viewings
13 September 2005 | by DrLeneraSee all my reviews

Once Upon A Time In America is the crowning achievement of director Sergio Leone. It's nearly four hours long,and demands total concentration from beginning to end. However,those willing to submit will find it more than worth it.

Reminiscent at times of some very old gangster films such as The Roaring Twenties,one will find almost every gangster movie cliché one can find-one can imagine Leone half remembering bits and pieces from films he saw as a youth. However,he never glamourises his protagonists-he may dare us to like Robert De Niro's 'Noodles'-a murderous thug and rapist who always seems to make the wrong decisions-but that's different from glamourising him. The notorious rape scene is all the more hard to watch because its painful to watch Noodles try to destroy himself and his girlfriend by going through with it.

What really makes this film different is it's overwhelming melancholy. Leone's favourite loyalty/betrayal theme is there,but the film is also a study of memory,of a lost soul coming to terms with his past. Therefore,starting in mid-plot in the 1930s,than flashing back and forth in time,was the right choice {if initially confusing!}. This is the culmination of Leone's increasing interest in the flashback structure-think especially of the parallel story told in A Fistful of Dynamite's flashbacks.

There is action,but it's mostly quick and brutal,and there is also humour,such as a very funny scene set to Rossini's Thieving Magpie where the gangsters are loose in a hospital filled with babies. However,the broody,melancholic tone never really goes away,and towards the end,the film grinds to a virtual halt. Be warned,there is no action climax,just a series of somewhat oblique dialogue scenes and revelations.

The expected Leone flamboyancy is hardly to be found,but the film still often soars most when dialogue is kept to a minimum and Ennio Morricone's gorgeous music takes over. Some of the most brilliant scenes just consist of Noodles seeing and reflecting. In one especially effective and poignant scene near the end,an old Noodles is leaving his love Deborah as her achingly sad theme plays,and he sees her son,who is the spitting image of,well,I try to avoid spoilers! As the music changes into the still sad but more majestic main theme,the camera slowly zooms,as it often does,into Noodles' sad eyes. We go to what is initially a blur,until we realise it's curtains. The person who holds the key to all this appears,like a ghost,through the curtains and goes onto a balcony,from where he sees the same 'son' with a girlfriend. Sheer brilliance,and not a gun in sight!

Of course De Niro is great,but he's obviously very restrained and reflective. It's James Woods who really dominates,so dynamic here,this should have made him a big star. One must also mention Tonni Delli Colli,who photographs three time periods with slightly different hues but still subtly.

Leone's original cut was five hours and if you want to be picky there are holes in the plot. Leone leaves a great many things ambiguous,but shouldn't all great art ask questions? Once Upon A Time In America is not necessarily easy viewing,but it IS great art,the final statement of one of the best filmmakers of all time.

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Frequently Asked Questions

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USA | Italy


English | Italian | French

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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