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Case Number 03093

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Once Upon A Time In America: Special Edition

Warner Bros. // 1984 // 229 Minutes // Rated R
Reviewed by Chief Counsel Rob Lineberger (Retired) // July 14th, 2003

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All Rise...

Editor's Note

Our review of Once Upon A Time In America (Blu-Ray), published January 11th, 2011, is also available.

The Charge

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

Opening Statement

Some movies just can't live up to their hype, and Once Upon a Time in America had its fair share. Director Sergio Leone had mastered the Western, creating classics including the Man with no Name trilogy and Once Upon a Time in the West. Asked to direct The Godfather, he refused in order to pursue Once Upon a Time in America. In the 13 years between the time that he turned it down and released Once Upon a Time in America, The Godfather and its sequel had cemented themselves as two of the best movies of all time. Meanwhile, Sergio had made nothing. Sergio was ripe for a colossal let down.

So what happened? Every actor rose to the occasion. Ennio Morricone crafted a masterful score, probably his best. Leone drew upon a lifetime of directorial skill to wring every nuance out of the production. Cinematographer Tonino Delli Colli hauntingly captured the fastidious sets in exquisite detail. Editor Nino Baragli performed one of the finest feats of film editing yet accomplished. Once Upon a Time in America emerged from the womb an unqualified masterpiece.

So the studio stepped in. They butchered the film, hacking and splicing it, grinding their heels into Sergio's soul. They excised an hour and a half of footage, reordered scenes, and removed entire subplots. Leone never made another film, and died with the anguish of this travesty foremost in his thoughts.

Facts of the Case

Noodles returns to New York after 30 years of exile. He is curious about the unsolved mysteries of his past. Noodles visits the bar of his old friend Fat Moe (Larry Rapp, Mike Monetti). His thoughts and memories swirl around the old gang: Max, Cockeye (William Forsythe, Adrian Curran) and Patsy (James Hayden, Brian Bloom). He recalls with bittersweet remorse his love Deborah (Elizabeth McGovern, Jennifer Connelly). The past seems so clear, yet he is missing many pieces.

There is a riddle in the present as well: someone has tracked him down and offered him a job. Who would have the resources to do so and leave Noodles alive? The past takes on greater significance for Noodles as he struggles with this mystery.

The Evidence

The above is a cursory synopsis of an epic story. Once Upon a Time in America attempts to do no less than portray a man's entire life, representing the growth of America in the process. For all practical purposes, it succeeds. Not just by showing us, but by letting us into Noodles' powerful ruminations. The flow of the film seems like stream of consciousness. It feels like thought.

Once Upon a Time in America is the kind of film that, if it captures your imagination, invites deep analysis of theme and character. I could write about Max's love for Noodles, or Carol's need to be dominated by violent men, or the struggle for Jewish immigrants to survive in New York, or a thousand other topics. But I will choose to focus on one thematic insight as an example of the depth in this story: how people focus on their own goals and assume compliance from others. (There are minor spoilers in the next three paragraphs. Jump ahead if you haven't seen the film.)

This theme is hard to grasp, but amazing once you catch on. The clearest example is Max using Noodles. When Noodles gets out of prison, Max is there with a car, clothes, and a hooker. Noodles has no time to decide where he wants to go or what he wants to do. Max has made the decision for him, because Max wants him in the gang. Max never says "Hey, Noodles, you spent your teenage years in the pen for our gang. Do you want to come back or let bygones be bygones?" In my opinion, this assumption of Noodles' compliance is the central turning point of the film and explains the entire finale of the movie. Later, at the speakeasy, Deborah and Noodles are talking when Max pulls Noodles into a deal. Noodles doesn't even know the situation, but his participation is assumed.

Noodles turns the tables. He and Deborah have strong affinity for one another, but she closed herself to him years ago when he answered Max's call over her own. Noodles seems unaware of her resolve. He attempts to woo her in flamboyant fashion. Later, they are relaxing on the beach and he tells her how she kept him going in prison. The thought of her got him through. He is so convinced of his own desire to be with her that he is unprepared for her own desires. He assumes she wants to hear about his feelings, but she clearly isn't all that interested. When he learns that her desire doesn't match his own, he is outraged.

I said minor spoilers above, but this paragraph will ruin the whole movie if you haven't seen it. Noodles finds out who has been manipulating him: his supposedly dead friend Max. Max assumes that his betrayal has cost Noodles everything: money, remorse, friendship, and freedom. Max further assumes that Noodles will want to kill him in revenge. He makes the same mistake again, projecting his own conceptualization onto how Noodles wants to react. But Noodles has let Max go. Max has no power over him anymore. The final shot of the movie shows De Niro flashing a brilliant smile of complete relief. In context, Noodles has just found out that Max is dead. Noodles is now completely free to choose who he wants to be. Earlier in the film the old Moe asks the old Noodles what he's been doing all these years. Noodles replies: "going to bed early." Perhaps Noodles never wanted to continue the gangster life. Perhaps Max's death was a release for Noodles, and Noodles just wanted to settle down in a suburb and eat frosted flakes. The life Noodles chose out of necessity, Max simply chose.

Okay, back from the spoilers. Unlike many "kids to grown ups" movies, Once Upon a Time in America places heavy emphasis on the young cast. Kids carry nearly a third of the picture. And, at risk of cinematic blasphemy, the young cast upstages the adult cast. The kids in this film don't seem like children. They act autonomously, with the ambitions and cares of adults. Max sets his sights on taking control of the neighborhood, forcing Bugsy out of the picture. Fat Moe practically runs his father's bar. The kids fight, fornicate, blackmail, and deal like adults. Yet they retain unmistakable innocence. In one memorable scene, Patsy is awaiting a rendezvous with a young prostitute. Her fee is a delicate cream pastry. While waiting for her, Patsy becomes tempted by the pastry and eats it on the steps. You can feel his childlike innocence and indecision between sugar over sex. Another scene shows Max horsing around with Noodles in the harbor, even though they are on a delicate recovery mission for smuggled goods. These moments of exuberance belie the young age of the gang, adding poignancy to their grown-up behavior.

The actors representing the central character are Robert De Niro and Scott Tiler. De Niro is inscrutable. Events swirl around him, but you can never be sure what he is thinking. There are times when we expect certain behavior from him while he simply does nothing. One could be forgiven for thinking De Niro uninspired in this film, but the opposite is true. Leone's sure direction makes Noodles a bit of an enigma, a character we want to pull for though we aren't sure why. When he rapes women, we are disappointed in Noodles, but still stay with him. When he gets pushed around, we sense that friendship and wisdom drive his responses rather than weakness. Noodles is part hero, part scourge, part mystery. The young Noodles is remarkably sure in portraying the mannerisms shared by De Niro's Noodles. Tiler looks the part and acts it very well also. This duo is so tight I'm calling it a draw: both represent Noodles with aplomb.

Max is portrayed by James Woods and Rusty Jacobs. Rusty has maniac exuberance and charm. His Max's desire to dominate is front and center, but plays fair for the most part. It is easy to see why Noodles and the rest fall in with him so easily. Rusty plays Max as a catalyst. In comparison, James Woods has a puzzling restraint and subdued charisma. He seems more ambitious, more driven, yet more reserved. Woods is a fine choice for the role of Max: we expect anything and everything of him, and his displeased outbursts at curtailed schemes is believable. Both actors do a fine job. Jacobs gets the nod for charisma, Woods for complexity.

In the matter of Deborah, the case is clear: Jennifer Connelly upstages Elizabeth McGovern. This is Jennifer's first role, but her every gesture and expression is so certain that she seems like a veteran. In contrast, McGovern seems unsure. She underplays at times, falters at others. This is not to say that McGovern gives a poor performance, because she does not. It is simply amazing to watch the young Connelly give such a great performance out of the starting gate. What is most amazing about these two is how well matched they are physically.

As for the rest of the gang, William Forsythe is the more memorable Cockeye, Bloom the more memorable Patsy. Larry Rapp gives Moe a tragic likeability that edges out Monetti's solid portrayal. On the whole, the adult cast is slightly more sophisticated, but the young cast pushes them in most categories.

Speaking of age, it is uncanny how accurately they depicted the older De Niro. Robert is in heavy "old" makeup for much of the film, and he looks like the De Niro of today. This feat is worth noting. Unfortunately, they had no such luck with McGovern. She was simply too radiant and too fresh-faced to seem old in the later parts of the film. The level of detail is generally high in makeup, costumes, and set construction. Many scenes ooze such realism that you can see yourself in early 20th century New York.

Cinematographer Tonino Delli Colli makes the most of this detail. The lighting is so moody and oppressive at times that Once Upon a Time in America feels like film noir. (Throw in the influence of past events and the current day mystery, you actually have a case for noir.) The outdoor scenes feel right. In the most memorable shot, the young gang is flush with cash. They have all bought gangsterish suits in a size too large (to accommodate teenage growth). The gang is walking from one dirty side of the street to the other with the shiny Brooklyn Bridge dominating the upper half of the screen. It is such a heartbreaking scene, the meaning enhanced tenfold via cinematography. A less grandiose shot show the old Noodles walking down the same street in 1960s New York, with leather clad punks hanging around. The way the shot is composed forces the viewer to consider the immense, unknown history of the flagstones.

In similar fashion, the editing is stellar as well. Once Upon a Time in America weaves seamlessly among three distinct time periods. We feel like Billy Pilgrim in Slaughterhouse Five, unstuck in time and drifting through Noodles' recollections. The transitions between time periods are wonderful. In one case, De Niro looks through a peephole in the wall. The camera pulls away to reveal the eyes and mole of Scott Tiler. The story is complex enough, but the editing breathes life and tension into it. Once Upon a Time in America circles around itself, reinforcing connections between the past and present. There are entire subthemes that exist only in the editing. The linear cut of the movie destroys so much of its heart.

The mood is accented by Morricone's masterful score. The retrospective on Sergio Leone implies that Morricone's score is the best score in the history of cinema. The central theme of the movie is sweeping but approachable, hopeful yet melancholy. This theme is woven throughout the picture in subtle ways. For example, one of the children plays it on pipes that he carries around. The music is simply sublime. The score makes use of popular songs as well. "God Bless America" and "Yesterday" are powerfully employed in key scenes. The film is an aural treat, even though the surrounds are rarely employed.

Once Upon a Time in America looks fantastic. The transfer is clean and relatively blemish free. There are some weird, black, spidery tendrils at the bottom in some scenes, and the image tends to get grainier and less detailed in the second half, but overall the transfer is very good. Contrary to popular belief, there is edge enhancement. It is clearest in the scene between Carol and Noodles in the car where her profile is cast in sharp relief. But it isn't bad edge enhancement. The level of detail is amazing. Pores, brick textures, smoke wisps, clouds…all were rendered in sharp detail. The color palette in this film is subdued, at times oppressive. The colors were faithfully rendered, with mostly stable black levels and high contrast in dark scenes.

The Rebuttal Witnesses

Many people simply do not enjoy Once Upon a Time in America. It has been widely called overlong, empty, boring, and deadpan. I'll be the first to admit that Once Upon a Time in America will not be everyone's cup of tea. For example, one scene depicts Noodles hiding out in an opium den. He tokes on a pipe just as the phone starts ringing. He can't answer the phone or he'll give away his presence. So he starts thinking back over the last few hours (a mess of fire, police, and corpses) with the phone ringing insistently. The scene continues for several minutes with the jarring clang of the phone bell echoing loudly. It is drawn out and annoying. Later, Noodles discovers that Max has purchased a throne that once belonged to the Pope. There is tension in the room as people wonder how he'll react. Noodles stirs his coffee introspectively, with the spoon rasping against the bottom of the cup. He stirs. People look on apprehensively. He stirs some more. Apprehension. Stirring. More apprehension. More stirring. Minutes later, he stops stirring and puts down the spoon. You could argue that the sound of the spoon puts us on edge like the people in the room are on edge. The building tension seems to require an explosive outburst from De Niro. The scene evokes menace in the simple act of stirring a spoon. The cessation of the sound coincides with Noodles' acceptance of Max's posturing and a collective relaxation. However, you could also argue that it is three minutes of annoying boredom while De Niro stirs some coffee.

The events in Once Upon a Time in America aren't epic in scope. It is the unglamorized life of a handful of hoods. They didn't single handedly plunge the five families into disarray. No massive social reform took place. Wars were not fought or won. In some ways, Once Upon a Time in America seems petty in comparison to the grandiose scope of other epic films. That is precisely why many embrace the film, however. It deals with the intimate but unglamorous struggles of a small knot of forgettable people. Yet even these small lives are rich and meaningful.

There are two glaring flaws in this DVD package that have people muttering. The first is the relative lack of extras. There is a noble commentary by film historian Richard Schickel, who gives considerable insight into the feature. However, the four hour mark is simply too daunting for one man; he frequently lapses into play by play, which causes him to miss some obvious topics of interest. If you are serious about learning about Once Upon a Time in America you'll find much reward in this commentary, but it isn't consistently entertaining. There is a solid excerpt from a Leone biopic that sketches in the history of Once Upon a Time in America. This segment emphasizes Leone's complete previsualization of the film. He conceptualized every look, gesture, and camera angle in his mind. He knew how many seconds it would take for actors to walk across the room. This detailed idea shows through in the final cut and explains his remorse at the studio hack job. Considering the tragic mishandling of this landmark film, one could feel entitled to a greater nod to the storied history of the film. Would a three disc set have been all that problematic?

The reason such extras are scarce is that they devoted the full bitrate of the DVD to sound/picture quality. This decision is responsible for the other major flaw, which is the clumsy transition between discs. Here's what happens. Disc one is humming right along, ending in a dramatic shootout. De Niro strides quickly out of a building. CUT! An FBI warning pops up. Pop in disc two. A lengthy studio intro ensues, followed by a drawn-out artsy animation that precedes a clumsy navigation menu. Every second of flowery animation builds frustration. Finally, you are allowed to navigate to the "play" option, which jumps right into De Niro driving a car. Several minutes later, an intermission screen comes up. They could not fit all of the footage that precedes the intermission onto disc one without lowering the bitrate, which was undesirable. Fine and good. But surely they could have balanced the content to provide a better stopping point? After all, disc two is noticeably shorter than disc one. This clunky transition further serves to highlight the non-ergonomic menu. There aren't many options to choose from anyway, why not jump right into the main menu in the second disc?

Closing Statement

What some call interminability, I call patience. Leone knew precisely what he wanted out of each scene and had the patience to achieve it. A film should be as long as it needs to be to tell the story. This four hour epic feels yet untold, leaving you to ponder left-out aspects. Quite a feat for such a long running time. Once Upon a Time in America is listed in the top 150 of all time on the Internet Movie Database with good reason. It is not one of the best movies of all time, but it is one of the best movies of the last 20 years. If you have never seen the actual cut of this film, I encourage you to do so. Once Upon a Time in America is one of those movies you can revisit again and again with new understanding.

The Verdict

Max, Noodles, and gang are free to go. They did what they had to do. Sergio, the court wishes you peace. This DVD has brought your vision to the people.

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Scales of Justice

Video: 95
Audio: 97
Extras: 70
Acting: 96
Story: 96
Judgment: 96

Perp Profile

Studio: Warner Bros.
Video Formats:
• 1.85:1 Anamorphic
Audio Formats:
• Dolby Digital 5.1 Surround (English)
• Dolby Digital 5.1 Surround (French)
• English
• French
• Spanish
Running Time: 229 Minutes
Release Year: 1984
MPAA Rating: Rated R
• Crime
• Drama

Distinguishing Marks

• Commentary by Film Critic/Historian Richard Schickel
• Theatrical Trailers
• Newly Remastered "Director's Cut"
• Excerpt from the Documentary "Once Upon A Time: Sergio Leone"
• Photo Gallery


• IMDb

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