[9]

“As boys, they said they would die for each other. As men, they did.”

Once Upon a Time in America is an epic, gorgeous, emotionally moving gangster flick from spaghetti western maestro Sergio Leone (The Good the Bad and the Ugly). Robert DeNiro stars as ‘Noodles’, a former Prohibition-era gangster returning to Lower-East Manhattan after thirty-five years in self-imposed exile over the deaths of his childhood friends. A third of the four-hour running time centers around Noodles as a boy (played by Scott Tiler), coming of age, making friends for life with his fellow hoodlums, and having those awkward first sexual experiences. The seeds of destruction are sewn in the boys’ early commitment to organized crime, which leads to the violent death of their youngest member (only ten years old) and a long incarceration for ‘Noodles’.

Many years later, ‘Noodles’ is released from prison (with the part picked up again by DeNiro). He’s quickly reunited with the gang, played in adulthood by James Woods, John Forsythe, and James Haden. DeNiro and Woods are playing best friends who’d die for each other, but Woods’ character, Max, is pushing ‘Noodles’ into more and more uncomfortable territory. When Max pressures the gang to target the Federal Reserve, Noodles fears for his friends’ lives and makes a decision that will haunt him forever. The story goes even further, with revelations I never saw coming — but I don’t want to spoil them here.

I’m a big fan of Leone’s famous Man With No Name trilogy, and this is right up there — probably the finest film of his canon. The film envelopes you both in its storytelling and its artistry. Old New York never looked more amazing on film and Leone regular Ennio Morricone is along for the ride, marrying the images to a haunting, pan-flute driven score (featuring Zamfir, before he became fodder for infomercials). Elizabeth McGovern is wooden as Noodles’ romantic interest, but the rest of the cast are solid — especially Woods and young Rusty Jacobs, who plays Max in the early scenes. Treat Williams, Joe Pesci, Danny Aiello, and Burt Young round out the notable supporting roster. Look for then-13-year-old future Oscar-winner Jennifer Connelly as the younger version of McGovern’s character.