Once Upon a Time in America

David "Noodles" Aaronson and Maximilian "Max" Bercovicz begin as members of a group of Jewish youngsters growing up in poverty on New York's Lower East Side.

They steal. They hustle. They dream bigger.

Most importantly, they form the kind of friendship that seems indestructible when you're young.

As the boys become men, petty crime develops into organised criminal success during Prohibition. Noodles and Max build the life they once imagined, surrounded by money, violence and the friends who came up with them.

But Leone doesn't tell their story in a straight line.

An older Noodles returns to New York after decades away, and the past gradually emerges through his memories. People are gone. Places have changed. Decisions that once seemed understandable look very different with the passing of time.

The question isn't simply what happened.

It's whether Noodles has ever really escaped it.

Noodles isn't an easy character to like.

That's important.

Robert De Niro doesn't try to soften him into a misunderstood rogue. Noodles can be loyal and affectionate, but he's also violent, selfish and capable of behaviour that is genuinely horrible.

The older version of him is different.

Not necessarily better. Just quieter.

When Noodles returns to New York, De Niro plays him like someone carrying decades of unresolved history. His old confidence has disappeared. He walks through places he knew as a young man and seems almost like a visitor inside his own memories.

There are stretches where De Niro barely needs dialogue.

A look is enough.

That restraint becomes increasingly powerful because we have seen the man Noodles used to be.

If Noodles carries the past, Max drives much of it.

James Woods gives Max an energy that immediately separates him from De Niro. He's ambitious, restless and constantly looking towards whatever comes next.

For a while, that makes the two men perfect partners.

Noodles provides one kind of instinct. Max provides another. Their friendship survives poverty, crime, prison and success because each seems to understand something about the other that nobody else does.

Eventually, ambition changes the balance.

Max never really knows when enough is enough.

That makes the friendship at the centre of Once Upon a Time in America increasingly tragic, because the thing holding these men together is also helping to destroy them.

One reason the film's enormous running time matters is that Leone allows us to see these friendships before the money arrives.

They're kids first.

We see the schemes, jokes, arguments and little victories that make their later criminal partnership believable. These aren't adults who met around a table and decided to become gangsters. Their lives have been connected since childhood.

That changes how the later betrayals feel.

The tragedy isn't simply that a criminal operation falls apart.

It's that something which began when these boys had almost nothing eventually becomes poisoned by everything they acquire.

Money changes.

Power changes.

Childhood promises don't.

And that's the problem.

Elizabeth McGovern's Deborah represents something Noodles wants but never really understands.

He has loved her since childhood. Or at least he believes he has.

But wanting someone isn't the same as respecting them, and Once Upon a Time in America eventually makes that distinction brutally clear.

Deborah wants a life beyond the neighbourhood. Noodles cannot imagine himself entirely outside it.

Their relationship contains some of the film's most tender moments and one of its ugliest.

It is also where any temptation to romanticise Noodles should end.

Leone may photograph these characters beautifully, but beauty isn't the same thing as approval.

Sergio Leone had already reinvented the Western.

For his final film, he turned that enormous sense of scale towards American organised crime.

The result doesn't move like Scarface. It doesn't have the heroic momentum of The Untouchables. Leone is comfortable letting a scene breathe far beyond the point where another director might have cut away.

Sometimes almost nothing happens.

A character waits.

Someone remembers.

A telephone rings.

A face changes.

Yet the film rarely feels careless. Leone is building atmosphere and allowing time itself to become part of the story.

These people spend their youth believing they have forever.

Then suddenly they're old.

You could remove every gangster from the film and Ennio Morricone's music would still break your heart.

The score doesn't simply make scenes more dramatic. It gives the movie its sense of memory.

That distinction matters.

Much of Once Upon a Time in America feels like something half-remembered. Events drift into one another. The past can seem warmer, stranger or more painful depending on who is remembering it.

Morricone's music binds those fragments together.

Where The Untouchables uses his music to propel the story forward, this score often seems to pull you backwards.

Towards people who are gone.

Towards places that no longer exist.

Towards decisions that can't be changed.

Leone's New York isn't merely somewhere the story happens.

It feels like another character.

The Lower East Side of the childhood sequences is cramped, dirty and full of possibility. As the gang grows older, their surroundings become grander. Restaurants, nightclubs and expensive cars replace the streets where they started.

Then Noodles returns as an old man.

The city is still there.

His version of it isn't.

That gives the film an unusual melancholy for a gangster story. Criminal empires usually disappear because someone gets shot or arrested.

Here, time does just as much damage.

There is plenty about Once Upon a Time in America that is beautiful.

Its characters frequently aren't.

The violence can be ugly, particularly its sexual violence, and some scenes remain extremely uncomfortable to watch. That isn't something nostalgia should smooth over.

Noodles in particular crosses lines that fundamentally alter how we see him.

The film doesn't give us a conventional hero to hold onto afterwards.

That can make it a difficult watch, but it also prevents the gangster lifestyle from becoming completely romanticised. These men may have friendship and charisma, but they're still capable of terrible things.

Leone doesn't let the expensive suits erase that.

Visually, the film is extraordinary.

The production design, cinematography and locations create a world that feels enormous without losing the intimacy of the characters living inside it.

Then there's the casting.

De Niro's restraint. Woods's volatility. The younger actors making those childhood relationships convincing. McGovern giving Deborah ambitions that exist beyond Noodles.

And, of course, Morricone.

There are individual frames of Once Upon a Time in America that look as though somebody spent an afternoon arranging them.

Leone probably did.

There is no point pretending every part of the film has become easier with age.

It hasn't.

Its treatment of women is frequently uncomfortable, and the sexual violence involving Noodles is particularly difficult. Whatever Leone intended us to understand about the character, those scenes can make spending another couple of hours in his company challenging.

The running time will also divide people forever.

The long version rewards patience, but "be patient, it gets better somewhere around hour three" isn't the world's easiest recommendation.

For some viewers, its deliberate pace will be hypnotic.

For others, it'll feel like they've accidentally moved into the cinema.

Both reactions are understandable.

Put Once Upon a Time in America beside Scarface and it's remarkable that they arrived only a year apart.

Scarface practically screams 1980s excess.

Leone's film seems to exist outside the decade entirely.

That is partly because most of the story takes place much earlier, but it's also because Leone wasn't chasing contemporary filmmaking trends. He made an old-fashioned epic at a time when Hollywood was increasingly learning how profitable speed and spectacle could be.

Perhaps that's one reason the film has aged so gracefully.

It never tried to look fashionable in the first place.

The original American theatrical release was drastically shortened and rearranged into chronological order, transforming Leone's carefully constructed epic into something much more conventional.

It was not well received.

The longer European version restored the nonlinear structure and much of the material necessary to understand what Leone was actually attempting.

So if you're sitting down to watch Once Upon a Time in America, check the running time.

This is one occasion where the ridiculously long version really is the one you want.

Get comfortable.

The strange thing about Once Upon a Time in America is that its reputation almost mirrors the film itself.

Time changed it.

The butchered American release received a poor response, while Leone's longer version became increasingly respected. Today the film regularly sits among discussions of the great gangster pictures.

That doesn't make it flawless.

What makes it fascinating is how different it feels from most of them.

Scarface gives us ambition exploding outward.

The Untouchables gives us lawmen charging towards the enemy.

Once Upon a Time in America looks backwards.

The empire is already gone.

All that's left is remembering what happened.

Yes — but don't put it on casually at ten o'clock at night unless tomorrow's plans are extremely flexible.

This is a film you surrender an evening to.

It's long, uncomfortable and deliberately paced. Its central characters are deeply flawed and occasionally horrible. There are moments where even viewers who love it will probably wonder whether Leone really needed quite so much time.

Then Morricone's music starts.

De Niro looks across a room.

The story slips quietly from one decade into another.

And you remember why you're still watching.

As a gangster film, it's magnificent.

As a film about getting old enough to understand the things you did when you were young, it's even better.

Movies in the 80s rating: 9.5/10