Itwas the final film directed by Leone before his death five years later, and the first feature film he had directed in 13 years. It is also the third installment of Leone's Once Upon a Time Trilogy, which includes Once Upon a Time in the West (1968) and Duck, You Sucker! (1971).[5] The cinematography was by Tonino Delli Colli, and the film score by Ennio Morricone. Leone originally envisaged two three-hour films, then a single 269-minute (4 hours and 29 minutes) version, but was convinced by distributors to shorten it to 229 minutes (3 hours and 49 minutes). The American distributors, The Ladd Company, further shortened it to 139 minutes (2 hours and 19 minutes), and rearranged the scenes into chronological order, without Leone's involvement.
The US edit was a critical and commercial flop in the United States, and critics who had seen both versions harshly condemned the changes made. The original "European cut" has remained a critical favorite and frequently appears in lists of the greatest films of all time, especially in the gangster genre.
In 1933, three thugs search for a man named "Noodles", torturing people for information. They enter a wayang theater, where the proprietors slip into a hidden opium den within the building and warn Noodles. He is apathetic, drugged and grasping a newspaper featuring the demise of bootleggers Patrick Goldberg, Philip Stein and Maximilian Bercovicz. He recalls observing police removing their corpses, Max's burned beyond recognition. Noodles evades capture and leaves the city alone and penniless.
In 1923, David "Noodles" Aaronson and his friends "Patsy" Goldberg, "Cockeye" Stein and Dominic struggle as street kids in Manhattan's Lower East Side, committing petty crimes for local boss Bugsy. Max foils one of their robberies but has the booty stolen from him by a corrupt police officer, Whitey. Later, they blackmail the officer, catching him having sex with Peggy, an underage prostitute, and the five youngsters start a gang with the same level of police protection as Bugsy. Max and Noodles become best friends.
In 1924, The group rises through the ranks after implementing Noodles's idea to hide bootleg liquor. In 1925, they stash half their earnings in a railway station locker, giving the key to "Fat Moe," a friend not directly involved in their activities. Noodles is in love with Moe's sister, Deborah, who dreams of becoming a dancer and actress. Bugsy, now a rival, eventually ambushes the boys and shoots little Dominic, who dies in Noodles's arms. In a fit of rage, young Noodles kills Bugsy and injures a police officer and is sentenced to prison.
Noodles is released in 1931 and rejoins his friends, now prosperous bootleggers during Prohibition. His first job with them is a diamond heist using a jewelry employee and occasional prostitute named Carol as their informant. During the robbery, Carol goads Noodles into hitting her, after which he rapes her; she later goes on to become Max's moll. In 1932, that the job had been commissioned by a Syndicate figure to eliminate the competition sits badly with Noodles who, unlike Max, dislikes hierarchy and lacks political ambition. The gang provides protection for Teamsters' union boss Jimmy O'Donnell, but Noodles later rejects Max's plan to deepen those ties.
Seeking to form a genuine intimacy with Deborah, Noodles takes her on a lavish date, where she reveals her plans to pursue a career in Hollywood. On their drive back, a frustrated Noodles rapes her in the limousine. He is later met with Deborah's aloofness when he watches her board the train to California.
The gang's success ends with the 1933 repeal of Prohibition. Max suggests a New York Federal Reserve Bank heist, which Noodles and Carol deem a suicide mission. Carol convinces Noodles to inform the police about a lesser offense, hoping brief incarceration will cool off Max's ambition. After Noodles calls the police, Max knocks him out during a seemingly impromptu argument. This leads to the events shown in the prologue: upon regaining consciousness and learning that Max, Patsy, and Cockeye have been killed by the police, a guilt-ridden Noodles hides in the opium den. He saves Moe but finds out that his new girlfriend Eve has been murdered and the railway locker money has disappeared. With his gang killed and himself hunted by Syndicate thugs, Noodles settles in Buffalo under the alias "Robert Williams".
In 1968, Noodles is belatedly informed that the Beth Israel Cemetery is being redeveloped and is asked to rebury any loved ones. Upon inquiry, the rabbi who had sent the letter informs him that the bodies of his three dead friends have since been relocated to Riverdale. Realizing that someone has deduced his identity, Noodles returns to Manhattan and stays with Moe. Inside the Riverdale mausoleum, Noodles finds a key to the railway locker. The caption on the commemorative plaque falsely states that the mausoleum was erected by Noodles himself.
The locker reveals a suitcase full of money and a note stating this is a down payment on his next job. Noodles watches news of an assassination attempt on controversial U.S. Secretary of Commerce Christopher Bailey. The report shows Jimmy O'Donnell, still a Teamsters boss, distancing himself from the Bailey corruption scandal. Noodles finds Carol in a retirement home run by the Bailey Foundation. She tells him that Max manipulated them into tipping him off to the police and opened fire first, wishing to die young rather than in an insane asylum like his father.
After spotting her in the retirement home's dedication photo, Noodles tracks down Deborah, still an actress.[a] He tells her about his invitation to a party at Bailey's mansion. Deborah admits to being Bailey's lover and begs Noodles to leave before he is confronted with hurtful revelations. Ignoring Deborah's advice, Noodles sees Bailey's son just outside, who evidently looks like a younger Max.
At the party, Noodles meets Bailey, who reveals he is actually Max and that he faked his death with the help of the police and Syndicate, stole the gang's money and reinvented himself as a self-made, Teamsters-connected politician. He confirms that he made Deborah his mistress years earlier. Faced with ruin and the specter of a Teamster assassination, Max reveals the job he has for Noodles is to kill him. Noodles, obstinately referring to him by his Bailey identity, refuses, explaining that in his eyes, Max died with the gang. As Noodles leaves the estate, a garbage truck starts up and a man, presumably Max, walks from the entrance toward Noodles until the truck passes between them. Noodles sees the truck's auger conveyor grinding garbage, but the man is nowhere to be seen.
As the film begins and ends in 1933, with Noodles hiding in an opium den from syndicate hitmen, and the last shot of the film is of Noodles in a smiling, opium-soaked high, the film can be interpreted as having been a drug-induced dream, with Noodles remembering his past and envisioning the future. In an interview by Nol Simsolo published in 1987, Leone lent support to this interpretation, saying that the scenes set in the 1960s could be seen as an opium dream of Noodles'.[7] In the DVD commentary for the film, film historian and critic Richard Schickel states that opium users often report vivid dreams, and that these visions have a tendency to explore the user's past and future.[8]
The ending in which Max appears as Noodles is leaving Bailey's mansion and then suddenly disappears behind a truck only for Noodles to see the blades of the truck spinning, was reportedly left ambiguous on purpose. James Woods, who played Max, stated that he does not know if Max jumped in the truck or just disappeared. Critic Carlo Affatigato described this twist as a "paradox," postulating that the whole film is about how Noodles spends the second half of his life seeking out the truth of what happened, only to discover it, not accept it, and not investigate what happens to Max in the end. Noodles only wants to believe the reality he has created for himself, not an objective one. Affatigato also believes this could point to it all being the imagination of Noodles.[9]
Many people (including Schickel) assume that the 1968 Frisbee scene, which has an immediate cut and gives no further resolution, was part of a longer sequence.[10] Ebert stated that the purpose of the flying disc scene was to establish the 1960s time frame and nothing more.[11]
The cast also includes Noah Moazezi as Dominic, James Russo as Bugsy, producer Arnon Milchan as Noodles' chauffeur, Marcia Jean Kurtz as Max's mother, Joey Faye as an "Adorable Old Man", and Olga Karlatos as a wayang patron. Frank Gio, Ray Dittrich and Mario Brega (a regular supporting actor in Leone's Dollars Trilogy) respectively appear as Beefy, Trigger and Mandy, a trio of gangsters who search for Noodles. Frequent De Niro collaborator Chuck Low and Leone's daughter Francesca respectively make uncredited appearances as Fat Moe and Deborah's father, and David Bailey's girlfriend.[2] In the 2012 restoration, Louise Fletcher appears as the Cemetery Directress of Riverdale, where Noodles visits his friends' tomb in 1968.[12]
During the mid-1960s, Sergio Leone had read the novel The Hoods by Harry Grey, a pseudonym for the former gangster-turned-informant whose real name was Harry Goldberg. In 1968, after shooting Once Upon a Time in the West, Leone made many efforts to talk to Grey. Having enjoyed Leone's Dollars Trilogy, Grey finally responded and agreed to meet with Leone at a Manhattan bar.[13] Following that initial meeting, Leone met with Grey several times throughout the remainder of the 1960s and 1970s, having discussions with him to understand America through Grey's point of view.[14][15]
Intent on making another trilogy about America consisting of Once Upon a Time in the West, Duck, You Sucker! and Once Upon a Time in America, Leone turned down an offer from Paramount Pictures to direct The Godfather in order to pursue his pet project.[14][15] Elements of Norman Mailer's first two drafts of a commissioned screenplay that was later drafted would appear in the film.[16]
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