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Last updated: 13 Jun 2026 at 02:49 UTC

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Review of by John T — 18 May 2009

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Sergio Leone was a fantastic film director. Not everything he did was perfect , far from it , but you cant deny that he had a directing style all of his own. Usually his films contained lots of close up portrait shots, a haunting and memorable soundtrack and usually his movies were very long. Once upon a time in America was the last film Sergio Leone ever directed and without doubt was one of his finest.

When he was a boy, Noodles and his friends would roll drunks and make trouble in their Jewish immigrant neighbourhood. His life changed, however, when he met Max . Together the two of them and their gang began planning more complex jobs and successfully making money. As they grow up learning about crime together, they also learn about life and love.

Their friendship is interrupted when Noodles is sent to jail as an adolescent, but although he is a young man when he is freed, Max is there to collect him. He discovers that his partners have been busy in his absence, taking advantage of the money to be made illegally during prohibition, and for some time he joins in with their business. But prohibition isn't going to last forever, and when it ends Noodles is concerned that Max's next job is a step too far.

I have heard it said by some people that Once upon a time in America is the greatest gangster movie of all time. In my opinion this is way of the mark. It may have been the best up until 1984 ( Godfather fans will disagree) but six years later Martin Scorsese paired up Robert De Niro and Joe Pesci once again to make not only the perfect gangster movie but the greatest movie ever made - Goodfellas.

In some ways this film is very Scorsese like. It reminded me a lot of "Mean Streets". Robert De Niro is fantastic as Noodles as is James Woods as Max " don't call me crazy" Bailey. Neither of which turn out to be very nice people. I would have like to have seen the Joe Pesci Character a lot more but he just disappears from the movie without explanation.

The timeline drifts quite a bit and it does get a little confusing in the latter part of the film especially due to the extremely poor make up job done on Elizabeth McGovern who played Deborah Gelly . At one stage she is supposed to be the same age as Noodles expect he looks 60 and she still looks 21 .

Another problem is the length of the film 3 hours 49 minutes . I'm sorry but that's just too long for a film. Apparently there is a version that is just 144 minutes made for the American Audience but it is cut in chronological order that makes very little sense.

I found this to be a very sexually charged movie. Some scenes are quite graphic and I am surprised they got past the censor back in the eighties. The rape scene and the peeping scenes are two that I wont forget in a hurry.

As with all Sergio Leone films I loved the soundtrack. Those haunting panpipes sound like they have come straight from one of his spaghetti westerns. the cinematography also looks fantastic. Especially the scenes set during twenties and thirties.

This is an epic film about , innocence, trust, passion, honor, Friendship , betrayal, and guilt and was a fitting finale to the career of a great director.

8 out of 10.

This review of Once Upon a Time in America (1984) was written by on 18 May 2009.

Once Upon a Time in America has generally received very positive reviews.

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