Director Sergio Leone's final film has been critiqued and debated-over since its release in 1984. Once Upon a Time in America is a multi-faceted piece, featuring a stellar cast. Taken from a novel by Harry Grey, the story chronicles the rise and fall of a group of Jewish gangsters who are friends as children and grow up pursuing lives of crime together during the Prohibition era in New York.

Robert De Niro stars as David "Noodles" Aaronson, a complex man who, though brutal and murderous throughout his life, is primarily driven by his love for a girl from his childhood. Since his childhood, Noodles has been drawn to Deborah's beauty and independence, though she is not impressed with his life choices. As they grow older, Noodles main aim seems to be to become "good enough" for Deborah. His obsession with her is never quite resolved and regret at his handling of their relationship haunts him, even toward the end of his life. Elizabeth McGovern plays Deborah in an adequate but subdued manner.

James Woods is Maximilian "Max" Bercovicz, Noodles' best friend. Max is clever, egotistical and ambitious. As an adult, Max is driven to madness by his desire for power. Robert Woods is brilliant as the insatiable power monger.

Max and Noodles are the unspoken leaders of their gang until Noodles goes to prison after avenging the killing of the youngest member of the gang by a rival street tough. After being released from prison, Noodles returns to his friends, all adults now, who are deeply entrenched in the crime underworld. They have all profited greatly from Prohibition and Max has installed himself as their leader. Still, they still hold the same loyalty toward each other that they had as children--or so Noodles thinks.

Noodles is prepared to continue his life of crime but does not know that his friend Max has allowed his lust for power to overtake him in a way that will effect the whole gang. This desire to "have it all" is fodder for the magnificent plot twist that comes near the end of the film. After 35 years, Noodles comes to the shocking realization that nothing he had taken for granted about his life was as the thought it was. Seeing all his friends killed in a gangland massacre sets the stage for a shocking discovery.

This film tells an extremely interesting story of loyalty and betrayal. The story is told with the aid of numerous flashbacks, the chronology of which is sometimes vague. But, this only adds to the film's appeal. This is not a movie to be seen only once. Upon each viewing, new details of the story are discovered.

The original version was 248 minutes long but the decision was made to shorten it to 139 minutes for American audiences. Upon its release, this shorter version was not well-received. The full-length version reveals considerably more detail, giving much more insight on character motivation.

There is considerable violence and sexual content, including a graphic rape scene. Also scattered throughout the film are some choice comic moments. It seems that every latter day crime film actor is in this film--Joe Pesci, Danny Aiello, William Forsythe and Burt Young all have parts and play them brilliantly. Tuesday Weld also turns in a powerful performance in a gritty portrayal of Max's nymphomaniac companion.

Filmed in a "noir-ish" fashion, the cinematography of early 1920's New York is excellent, adding greatly to the realism of the film, along with the brilliant musical score from Ennio Morricone.

It appears that Leone truly saved the best for last. Once Upon a Time in America is a film that will continue to puzzle and haunt thoughtful film-lovers from now on.

Recommended:
Yes

Suitability For Children: Not suitable for Children of any age