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 »
705 ( 58)
Top Rated Movies #72 | Nominated for 2 Golden Globes. Another 12 wins & 10 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


With the vivid memory of his long-gone childhood friends, Max, Patsy, and Cockeye, etched in his mind, his ferociously loyal partners-in-crime during their rise to prominence in New York's Prohibition-era Lower East Side, the defeated, penniless, and guilt-ridden former gangster, David "Noodles" Aaronson, returns to Manhattan. Not knowing what to expect, while on a mission to shed light on his opaque past, grizzled Noodles reunites with his only living friend, Fat Moe, after thirty-five haunted years of self-exile. However, the relentless, piercing sound of culpability stands in the way of finding closure, as the inscrutable content of a well-worn leather suitcase further complicates matters. And now, against the backdrop of a torn conscience, the sad and bittersweet recollections of more than fifty years of love, death, and everything in between, become inextricably intertwined, leading to even more puzzling questions. But, what are a man's options when he is left with nothing? Written by Nick Riganas

Plot Summary | Plot Synopsis


Sergio Leone's three-hour, forty-minute epic masterpiece starring Robert de Niro. 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?


Joe Pesci (Frankie) & Burt Young (Joe) also worked together on Betsy's Wedding (1990) as Oscar Henner & Georgie respectively. See more »


A 1950s New York housing project is visible when Bugsy shoots Dominic in the early 1920s. 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 Behind the Scenes of 'House of Sand and Fog' (2004) See more »


Words and Music by John Lennon and Paul McCartney
Used by permission: Northern Songs (as Norther Songs Ltd.) c/o ATV Music
See more »

User Reviews

3 January 2001 | by darth_sidiousSee all my reviews

My title sums up the film, albeit cliche, the film is a masterpiece. The story of a gang's rise from the prohibition years to the 60s. The film's main 2 character's are the focus of the picture. Without trying to spoil it, the film addresses 3 distinct eras in their lives.

The film explores the heart, Noodles soul. A man struggling with himself, someone who plays evil acts, a man who sees the pure in his childhood sweetheart. A man never at peace.

The film is directed by Leone, a master of his art. I'm a huge fan of his work. Each of his films got better and better, and Once Upon A time In America was a picture which had all the experience which he achieved in the 60s. It's almost a gift to himself.

The film's locations are stunning, authentic and dirty.

The screenplay is excellent, but the direction makes the film. Maybe one or two characters were underwritten, but it seems that the director wanted us to talk about the picture, discuss the possible loose ends, make up our own minds. Leone's methodical pacing is stunning.

The acting is tremendous, can't praise James Woods and Robert De Niro enough, awesome!

The photography is beautiful, it lacks colour giving it a gritty look, perfection!

Morricone delivers another masterpiece, his score adds further depth and backups the director's story.

See it wide-screen, this film is a stunning piece of cinema. Leone, you were the master!

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Frequently Asked Questions

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Italy | USA


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:

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Company Credits

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Technical Specs


| (re-cut) | (extended cut)

Sound Mix:




Aspect Ratio:

1.85 : 1
See full technical specs »

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