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 »
547 ( 14)
Top Rated Movies #72 | Nominated for 2 Golden Globes. Another 11 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


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?


In October 1975, Sergio Leone visited Canada to scout locations around Montreal, where there was 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. See more »


Noodles watches a 1967 telecast concerning the investigation revolving around Chairman Bailey (on a decidedly European-looking television set). Twice during the telecast, we see a cameraman with a portable video camera and an assistant with a portable videotape recorder. The very first Electronic News Gathering (ENG) equipment wasn't available in the US until at least 1971. 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 the DVD release in Germany, the film was completely redubbed. The reason for this is unknown since the VHS releases contained the original dub and were distributed by the same company as the DVD, Warner Home Video. See more »


References The Getaway (1972) See more »


Music and Spanish lyrics by José María Lacalle (as Joseph M. La Calle)
English lyrics by Albert Gamse
Used by permission: Edward B. Marks Music Corporation
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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Official Sites:

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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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