Once Upon a Time in America (1984) Poster

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  • Once Upon a Time in America is based on the 1953 autobiographical novel The Hoods by Harry Grey, a pen name for Harry Goldberg, a former gangster-turned informant. It is the third movie in a Sergio Leone trilogy, preceded by Once Upon a Time in the West [C'era una volta il West (1968)] (1968) and A Fistful of Dynamite [Giù la testa (1971)] (1971).

  • Mr Bailey was actually "Max", Noodles' best friend and criminal business partner. Max faked his own death, disappeared into the vastness of America, took a new identity (Bailey), made it big in business in California using the million bucks he stole from the locker to presumably great effect as seed money and to grease the palms of politicians and underworld figures that assisted him with his career. Max's plan is hinted at before Max goes to Florida to vacation with Noodles—as Frankie appears in the lobby downstairs as they leave alluding to Max's continued collusion without Noodle's knowledge. In faking his own death and taking the entire sum despite having agreed that all the money is split equally amongst partners, Max reveals the depths of his treachery since his plan involved the outright deaths of childhood friends Patsy and Cockeye, had Noodles not been in the opium den when the mobsters came looking to assassinate him. When Noodles survives, Max still decides not to leave Noodles a cent, thereby consigning his childhood best friend to a bleak and penniless future on the run and likely filled with hardship at having to earn an honest living for the first time without a friend left or family he could return to.

    Meanwhile, Max was set for life ($1 million in 1933 would equivalent to over $17 million today), and after striking it rich investing in business, got into big-time politics, using his wealth to "purchase" (typically done through generous campaign contributions to a politician campaigning (and winning) the presidency) his position as Secretary of Commerce. Bailey also had a romantic relationship with Noodles' long time love interest, Deborah, with whom he had a son, David. Bailey essentially stole Noodles' life. After seeing his friends massacred during the liquor run he reported to the police, Noodles felt remorse but also knew he'd be hunted (shown at the opening of the film), so he fled the city and stayed away for 35 years in obscurity. Max/Bailey knew he was a marked man with his many corrupt influences unraveling in public scandal, so he thought it appropriate that Noodles do the honors and kill him.

  • Martin Eden by Jack London. Why he has to retrieve it from a hook hanging outside the bathroom window is not fully explained but chances are he was trying to hide it from his parents and any other adults (the bathrooms of poor NYC tenements were communal in the early 20th century, and each floor had one) who may have thought the book was objectionable. The book is about a sailor from a working class background who is infatuated with a woman from an upper middle class family. The book's theme is significant because Noodles' himself comes from a very poor background while the girl he loves, Deborah, comes from a slightly more privileged family, i.e., he's a street kid who joins his friend in committing crimes while she's the daughter of a successful Jewish delicatessen owner.

  • No. They were making a last liquor run before Prohibition would be repealed. When Prohibition is finally repealed, Max and Noodles realize that running illegal liquor won't make them any money, so Max decides to rob the Federal Reserve, a suicidal idea. When the gang are going to make a last liquor run the night of the big party, Noodles tips the police about the run, partly at Carol's (Max's girlfriend) request so that Max can rethink the idea—if Max, Patsy and Cockeye are arrested and thrown in jail, Max will have some time to reconsider raiding the Fed Reserve. However, everyone is killed by the police when Max bursts out of the truck and begins shooting at the police, which is not shown on screen but is told to Noodles by Carol years later.

  • Noodles took notice of the garbage truck parked at on a residential street in the middle of the night, as it was a bit out of place. After Noodles refuses to kill Bailey/Max, he leaves the house and the garbage truck starts up. Noodles freezes, moments later Max appears outside and the garbage truck drives away, Noodles stands fixated at the back of the garbage truck as it pulls away. This is because he suspected the garbage truck contained hitmen who would have killed him and stuffed him in the back. This was heavily supported by the appearance by Max. Max ordered the hitmen to kill Noodles once he had killed Max and exited the building but as the truck starts up Max appears, presumably to wave off the hitmen from icing Noodles, and as the trucks emergency blinkers go on just as Max appears before leaving again while the truck obscures him from our sight. Another theory is that after Noodles turned down Max's request to kill him, he commits suicide by jumping into the back of the garbage truck although this is not supported by the evidence of what is seen in the garbage truck as it's driving off. There is no blood or chewed up carcass as Noodles is seen doing a double take scrutinizing the contents of the truck for any sign that Max had in fact jumped in.

  • At the end of the movie, after Noodles takes a long draw on the pipe in the Chinese opium den, he rolls onto his back and thinks intently for a few minutes before he breaks into a smile. The movie ends this way, frozen on his smiling face, which remains on the screen for over four minutes as the credits begin to roll, implying that this smile is very significant. The "canonical interpretation" is that the smile is just a result of Noodles getting high on the drugs he was smoking and that it indicates that the events following this (e.g., the things that happened in the 1960s) could be interpreted as a hallucination. This interpretation is supported by comments made by the director in a 1987 interview with Noël Simsolo.

    At this point in the story, Noodles did not yet know that he had been betrayed to the mob nor that his girlfriend has been killed nor that the gang's money had been stolen by Max. He has just come from the scene of the shootout and crash where he has seen the three dead bodies labeled as his friends. Assuming that the post-opium-den scenes are not merely hallucinations, one alternative theory is that Noodles had recognized that the body tagged as Max's was not actually Max. His facial expression as he viewed the body indicates some sort of realization, but it is unclear what. If so, he could have been smiling because he saw the beauty of Max's plan to escape and start a new life, therefore, Noodles' realization is that he had succeeded in his goal of saving Max's life. Noodles may not yet have realized that Max betrayed him, Cockeye, and Patsy. In addition to Noodles' facial expression at the scene of the crime, this interpretation is also supported by the fact that Noodles does not show surprise at the end of the movie when he discovers that Max is still alive as well as by the "story" that Noodles tells Max at the end about his dear friend who was killed. In the story, Noodles says that his friend "wanted it that way" implying that he knew that Max had wanted to be thought of as dead.

    Still another alternate theory is that Noodles smiles because he realizes that he is now free of the gang in which he has been increasingly becoming an outsider and yet felt too loyal to ever leave on his own. This sense of separation is emphasized by the scene at the mock wake the gang held for Prohibition in which the other three gang members share a toast together whereas Noodles sits apart and only half-heartedly toasts with Max when they notice him not participating. It is also supported by the conversation on the beach in Florida between Max and Noodles where, before Max can relate his plan to rob the Federal Reserve, Noodles suggests that he has some ideas for some things they can do now that Prohibition is ending, which Max ignores. It is unclear whether Noodles' ideas involve continuing to operate as criminals, but it seems plausible at that point that they do not.

  • Patsy bought the pastry with the intention of giving it to Peggy in exchange for sex. Peggy mentioned earlier to Noodles that she'd allow Noodles to have sex with her if he gave her the dessert. Patsy probably heard that fact from Noodles. The reason we watch Patsy for so long is that the payoff of Patsy eating the dessert is far better than sex with Peggy. Patsy is a young, poor kid who's starving and probably never has a chance to eat something so exquisite. Note the way he gobbles it down after he finally opens the paper. In short, he's hungry and eventually realizes, after taking a small taste, that eating is more important.

  • He was the kid of Mr. Bailey (Max) and the "rich widow" he married. She died giving birth to him.

  • Sergio Leone's furious finale of the Once Upon a Time trilogy started it's European theatrical success with a runtime of 229 minutes. Originally, Leone planned to release two movies with a runtime of three hours; however, supposedly because of the commercial disaster of Bernardo Bertolucci's two-part Novecento (1976) (aka 1900), the producers told Leone to forget about that idea. The first version, 269 minutes long, was trimmed down by Leone himself—40 minutes of footage were cut out. Since this version has a runtime of 251 minutes, it is probably not the complete first version by Leone, which was mentioned above. Additionally, the runtime which is displayed on the cover (246 minutes) is not correct. In comparison to the European theatrical version the extended version is "only" 22 minutes longer (one minute originates from additional credits regarding the restoration). There's a sticker on the Italian DVD which says "include 26-Minute inediti"—another thing that is simply wrong. One could have expected that a few scenes from the theatrical version were cut out, especially the short flashback of Noddles at the end of the movie before he makes his decision, since it was rumored that Leone was not satisfied with the scene. This is not the case, the movie simply follows the original course of the theatrical version which now has 6 additional (blocks of) scenes.

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