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Once Upon a Time in America (1984)

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A former Prohibition-era Jewish gangster returns to the Lower East Side of Manhattan over thirty years later, where he once again must confront the ghosts and regrets of his old life.


Sergio Leone


Harry Grey (novel), Leonardo Benvenuti (screenplay) | 6 more credits »
434 ( 44)
Top Rated Movies #70 | Nominated for 2 Golden Globes. Another 11 wins & 7 nominations. See more awards »



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Cast overview, first billed only:
Robert De Niro ... Noodles
James Woods ... Max
Elizabeth McGovern ... Deborah
Treat Williams ... Jimmy O'Donnell
Tuesday Weld ... Carol
Burt Young ... Joe
Joe Pesci ... Frankie
Danny Aiello ... Police Chief Aiello
William Forsythe ... Cockeye
James Hayden James Hayden ... Patsy
Darlanne Fluegel ... Eve (as Darlanne Fleugel)
Larry Rapp Larry Rapp ... Fat Moe
Dutch Miller Dutch Miller ... Van Linden
Robert Harper ... Sharkey
Richard Bright ... Chicken Joe


Epic tale of a group of Jewish gangsters in New York, from childhood, through their glory years during prohibition, and their meeting again 35 years later. Written by Andrew Welsh <andreww@bnr.ca>

Plot Summary | Plot Synopsis


As boys, they made a pact to share their fortunes, their loves, their lives. As men, they shared a dream to rise from poverty to power. Their story is now a "once upon a time" motion picture experience. [Australia Theatrical] See more »


Crime | Drama

Motion Picture Rating (MPAA)

Rated R for strong violence, sexual content, language and some drug use | See all certifications »

Parents Guide:

View content advisory »



USA | Italy


English | Italian | French

Release Date:

1 June 1984 (USA) See more »

Also Known As:

Once Upon a Time in America See more »


Box Office


$30,000,000 (estimated)

Opening Weekend USA:

$2,412,014, 3 June 1984, Wide Release

Gross USA:

See more on IMDbPro »

Company Credits

Show more on IMDbPro »

Technical Specs


| (re-cut) | (extended cut)

Sound Mix:




Aspect Ratio:

1.85 : 1
See full technical specs »

Did You Know?


Clint Eastwood reportedly turned down the role of Jimmy O'Donnell. See more »


During the scene when the young boys set the newspaper stand on fire, they run around the corner and peek through a window in the concrete which has visible spray painted graffiti on the wall, spray paint was not invented until 1949, this scene takes place in the 1920s. See more »


[first lines]
[In 1933, two goons rudely question a young woman]
Beefy: Where is he? Where's he hiding?
Eve: I don't know... I've been looking for him since yesterday.
[second goon slaps her harshly; she falls onto the bed]
Beefy: I'm gonna ask you for the last time: Where is he?
Eve: I don't know... What are you gonna do to him?
[Two shots are heard]
Beefy: [to his partner] Stay here in case that rat shows up...
See more »

Crazy Credits

Joey Faye is credited as the "adorable old man." See more »

Alternate Versions

A network television version of three hours (without commercials) was briefly available in the early-to-mid-1990s, which retained the film's non-chronological order but still left out several key scenes. This version has recently turned up in viewings of the film for the AMC TV channel. See more »


Referenced in Pulp Fiction (1994) See more »


Music by Ennio Morricone
See more »

Frequently Asked Questions

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User Reviews

An exquisite, ridiculous movie
8 April 2004 | by Larry-115See all my reviews

Once Upon a Time in America is Sergio Leone's epic tale of the lives of four Jewish gangsters in New York City. The period spans decades, ending in the 1970's, but focuses on three periods - the childhood of the gangsters on the Lower East Side, their young adulthood and the old age of the survivors.

The protagonist, in a manner of speaking, is Noodles (Robert DeNiro), who along with Max (James Woods) calls the shots for the gang. The story focuses on their odd friendship and their relationships with the other gangsters (William Forsythe and James Hayden), and with Fat Moe (John Rapp), a non-gangster friend from the neighborhood.

Watching Once Upon a Time in America is a very strange experience. Director Sergio Leone directs with the same eclectic, erratic style he employed in his better-known `spaghetti westerns' starring Clint Eastwood. The result is an exquisite, ridiculous movie.

At least it's a thing of beauty to look at, and this gets you half-way there. At times, the movie has overwhelming visual impact -- when Leone films the actors close-up, they look like portraits painted by the Great Masters, and in wider shots he frames the actors so that they interact electrically with the locations or sets. And the sets are themselves beautifully produced - his reconstruction of the Lower East Side, for instance, is vivid and incredibly detailed. It's all wonderful to see.

Leone also skillfully uses music to set the scene and convey emotion. True to form, his melancholy theme music is hard at work in the movie, and it performs yeoman service. Now and then he trips up, however -- his trademark use of pan-flute solos is even weirder here than in the spaghetti westerns, and, to be frank, when the Beetles song `Yesterday' popped up at one point, I laughed out loud, so out of place was it, so cloyingly sentimental. For the most part, though, Leone's characters are amazing to look at, set in vivid backgrounds and propelled forward by terrific music.

Unfortunately, the plot and the writing are terribly clumsy, and so the movie does not make it all the way to the status of a great film. It's a bridge half built, which can be more frustrating than no bridge at all.

Actually, the movie's premise is intriguing at first, and the fatuous dialogue doesn't get in the way too much. Noodles has been driven out of New York and has lived in exile, hiding for more than 30 years until he receives a mysterious invitation to return to New York for an unknown reason. But the screenplay itself is a toxic brew of histrionics and adolescent bravado, with an almost comically-exaggerated sense of its own gravitas. It was clearly written by a staff of writers, and what's even more clear is that all of them spoke English as a second language. The movie is reminiscent of a story written about adult life by a teenager -- it is not nearly as deep as it thinks it is.

Troopers all, the very talented actors weather the implausible situations and hokey dialogue as best they can. As the hours roll on (I watched the four-hour long `director's version'), and the story marches toward its unsurprising conclusion, the viewer begins bracing for this with a mixture of dread and relief. At the end, the disappointment is all the more palpable because the cast, sets and cinematography are so good, and some of the initial scenes held great promise.

The fact that the movie is itself mostly about rough people is absolutely no excuse for any of this, as Martin Scorcese's phenomenal Goodfellas readily proves. Likewise, the fact that the movie is set amidst a haze of opium at certain points is even less excuse for shoddy characterizations . The simple truth is that the movie is trite and makes little or no sense, long version or short.

Leone assembled an impressive cast of young talent to act out the story of Once Upon a Time in America. As mentioned, most of them try very hard to make the fatuous story float, and some - particularly Woods and Tuesday Weld as Max's sometimes-moll - are terrific. DeNiro himself is strangely out of place and not terribly convincing as a Jewish gangster, although he is good in his scenes from the 1970's. Elizabeth McGovern does what she can with the role of Deborah, but it's probably the worst-written role in the movie, and again her strongly-Celtic face doesn't exactly conjure images of a first-generation Jewish immigrant.

Received opinion has it that Once Upon a Time in America is a great movie, possibly because it is a very long gangster movie (like those other ones), or because it was an epic work of passion for Leone, or because DeNiro is in it (again, like those other gangster movies), or maybe it's a combination of those elements. But here, as is often the case, received opinion is mistaken. Once Upon a Time in America is a mess, though an often-beautiful one.

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