Last year, I spent much time going through my backlog of unwatched films. I felt that I gained a lot from this since I found a further appreciation for different types of films and directors and got around to many iconic films such as Jaws, Jurassic Park, The Exorcist, and Casablanca. However, the ones that stuck in my mind were some of the comparatively lesser-known ones. I wrote reviews on Sorcerer and The Exorcist III last year due to how they distinctly captured my interest and the film I am writing about here is no different. The film I am referring to is Once Upon a Time in America.

Its director, Sergio Leone, is one whose work has been so influential and important that elements of it have become cliché parts of pop culture in general. Leone is most known for being a key driver of the spaghetti westerns, a subgenre of Western films produced in Europe primarily by Italians. These films focused on critiquing and demythologizing the tropes that the American Westerns consisted of. Even if there was a difference in cultural perspective with these films, the main tropes and images people tend to associate with Westerns have primarily come from Leone’s work with the Dollars Trilogy starring Clint Eastwood and Once Upon a Time in The West. His most interesting film, however, was his last as he sadly passed away in 1989 at the age of sixty. Many times, a director’s last film isn’t intended to be that, but can still be a culmination of their past work in a way. America is like this in many ways since like his Westerns, this film is partially a subversion of the gangster films made before and since.

Once Upon a Time in America follows the life story of David “Noodles” Aaronson through a modern framing device as he returns to New York as an old man in the late 60s. Through flashbacks showing his childhood and young adulthood, his life is shown with his troubled youth in the Jewish slums, working with his friends for crime bosses, their eventual rise in bootlegging during Prohibition, and their chaotic fall once it ends. These observations are punctuated by his relationships with his closest friend Max and his love Deborah as well as the situational and emotional instability between them all. It’s a massive story with the film being almost four hours in length with Leone originally wanting to make it a two-part six-hour film duet. The length, while daunting, makes the story feel intimate and lived in. Learning every aspect of the life of Noodles and each major step in his life makes him more compelling even if he is a relatively simple character.

I first want to go over the smaller praises. The acting across the board is fantastic with Robert De Niro and James Woods in particular doing great work. They play off of each other well and do a lot individually to convey the personalities and emotions of their characters. Even the child acting which can be shaky in most films works wonders here because the kids both do a good job and their youth helps make their situations more compelling. Interestingly, this was the acting debut of Jennifer Connelly who played young Deborah. The design and cinematography are also well done. They reflect each period extremely well and show just how grand and sweeping the film is. Something else that the film does well is its editing. Small details and choices regarding the placement of cuts and the length of sequences do wonders for the sense of pacing, atmosphere, and storytelling. Despite being a very long movie, it doesn’t feel like it drags too much. The fact that some sequences are so mundane, yet are presented with such craft is a sign of a job well done.

Finally, there is the music done by legendary composer Ennio Morricone. Like Leone, his work has transcended film itself at some level. His iconic theme from The Good, The Bad, and The Ugly is probably one of the most recognizable pieces of movie music and has been used almost everywhere. Here, however, Leone uses sweeping melodies to emphasize the sweeping scope of the life presented and the sadness that permeates it. And yet, the grand music serves as a great contrast as well. The violent and aggressive sequences have no music whatsoever allowing them to sink in further with the whimsical and beautiful music serving to both complement and contrast many aspects of the film to great effect.

Moving on to the big picture, this movie seems simple on the surface since it’s about rising from poverty and falling from grace due to greed in crime. However, while the film’s subject is typical for most crime films, the key element that Leone presents above all else is the cruel abrasiveness of the gangster lifestyle. Unlike a lot of gangster films, there isn’t much in terms of a focus on the rise to power itself. Noodles gets put in prison in his youth and his friends are already powerful figures in crime by the time he gets out so his story doesn’t even focus on the struggles to get there. There aren’t any montages of the luxuries or the crimes themselves. Chiefly, however, there are no sympathy or empathic traits exhibited by Noodles and his friends. While films like Scarface and Goodfellas do present characters who are abhorrent, there are still some elements, whether emotional or tragic, that the audience can connect to such as Tony’s relationship with his sister. Here, the characters are far more detached from a sense of purpose outside of an unfulfilled desire for more power or to maintain their positions in life.

It’s honestly profound in a way to show this since many people would assume that hard experiences in life would create change in people to improve the world or not repeat abuses towards others. However, in reality, it seems that more often than not, people tend to not really self-reflect and mostly just indulge and even continue the abuses since they are the ones in control now. In the film, Noodles and his friends get to the positions they wanted to get out of the poverty that trapped them as children, but they still have the mentality and maturity of children. As kids, they felt that being in a gang would be cool and give them a sense of control. Not much has changed as they get older since the immaturity is still there only being driven now by violence and abuse. The image of the honorable or cool-headed criminal is replaced by impulsive and reckless young men who are vicious in their crimes and will indulge as much as possible with no sympathy.

Through this specific focus, Leone seems to be critiquing a certain perspective of the American Dream where the fact that wanting to achieve it for the sake of wealth and control is hollow in a way. Even with all of their power and how much they show off their strength in life, Noodles doesn’t seem to be happy because he never really grew up or matured in any meaningful way. Noodles expresses sadness over how his life has turned out but never seems to have self-reflected on how he caused his situation because of his simplemindedness of how he wants his world to work. Noodles consistently question authority regarding other crime organizations or Max’s decisions to commit more risky crimes due to bootlegging becoming obsolete since he’s only fixated on the structure and lifestyle he dreamed up as a kid and balks at anything that intrudes on that. The fact that Noodles goes straight from prison as a kid to the gang already successful as an adult says a lot about his character as well as how Leone frames gangsters. Noodles still has the mindset of youthful control only punctuated now by violence and in a way, equates the desires of gangsters to childish ones that are simpleminded and unfulfilling. While the portion of the film that focuses on the character’s youth does have some youthful charm and comradery that is familiar in other crime films, the shift to adulthood keeps the same desires but has the characters become far worse people.

The fact that this film seems to run counter to many popular tropes and ideas of its genre is unsurprising. His westerns focused on tearing down the image of the American West that was over-mythologized and romanticized by media made in America. Contrast the opening of The Searchers where a group of Native Americans massacre a family, to how Leone creates a similar sequence in Once Upon a Time in The West but with Henry Fonda and his cowboy gang killing a family to take their land for a railroad company. The change indicates how Leone is more focused on the true driving cruelty of the West by the grab for land and wealth destroying with reckless abandon by using the framework of a sequence that is a famous example of the stereotypical American image of the wild Natives being the major threat of American life in the west. Even casting Fonda as the villain was subversive since he was well known for empathetic everyman roles such as in 12 Angry Men. The deliberate choice to have him portray an unwieldy sociopath who embodied the cruel and senseless violence of the West is still an impactful one.

With America, Leone presents the typical story of rags to riches that most gangster films show. Most of those followed a similar structure but focused on either the journey to the top or the tragedy of the lead. At some level, even in films where the characters are portrayed negatively, there is still some element of the gangster that is romanticized whether it be the filmmaking or what elements of their lives are focused on such as the material wealth they gain. Leone presents the life of a gangster as matter of fact as possible though how cruel and violent these men are and how getting to where they are doesn’t bring them joy. Noodles and Max have everything they want, but they aren’t happy and are still violent and aggressive to those close to them. This culminates in Noodles committing an extreme act of sexual violence against Deborah out of frustration that she plans to leave him to move to Hollywood to achieve her acting dreams. It’s a culmination of how, even as an adult, he still operates mentally through the wants and desires he had as a child. It might be one of the most uncomfortable sequences in any film I’ve seen and while I completely understand why someone wouldn’t want to see this film because of it, it nails down the true nature of gangsters and why Leone is right to take away any sense of theatricality and potential glorification that other crime films, intentional or not, present. The movie offers no sense of internal regret or tragedy with the characters that the audience can latch onto due to how horrible they are and how they don’t recognize their faults. This is honestly fascinating since we see the potential set up of a rise and fall, but it’s presented through people who don’t have any sense of care in their lives. Even Noodle’s love for Deborah is consistently framed less like genuine love and more driven by his childhood fascination with her beauty rather than any meaningful connection. Like his desire to become powerful and rich, it starts as simple and hopeful in childhood, but the mentality doesn’t change as he gets older and it turns hollow and violent.

In some ways, I feel we tend to focus on the rise and fall story with gangsters to have a sense of emotional attachment even if we are repulsed by their actions if only to serve as a cautionary tale. Leone is focused on stripping that away and presenting that caution more aggressively through something that’s honestly truer to how these types of people are in real life. There is a comparison to be made with this film to Martin Scorsese’s The Irishman. Like America, The Irishman takes a look at the lifetime of an individual involved in crime, shows the hollow destructiveness of it all, and serves as a contrast to Martin’s more theatrical crime films he made years ago. Both films are deliberate deconstructions of their genres and seem to be focused on the harsh realities of the lives these types of people live. However, if The Irishman is more of a somber reflection of how hollow and meaningless the pursuit of power and control for gangsters is and how they are left with nothing at the end of the road, then America presents it in action by focusing on individuals who are self-destructive and violent to the point that there is no sense of remorse or control. Even The Irishman is still framed as a sympathetic tragedy with how the characters waste away due to their choices and focus on the bleakness of the results of their life’s work. Leone is less charitable in presenting an outsider’s perspective on what American gangsters are. There’s the illusion of comradery and tragedy with how the situations play out for the characters, but the film undermines it with how Noodles and Max are both willing to lie and sabotage each other for their gain or comfort and how in the end, the fall was not because of some bust, but because their lives were built on impulsive directions that only sought to go up and maintain that status regardless of the cost.

Finally, there is also another attribute that makes the film even more fascinating and it is its ending and how it potentially uproots a huge chunk of the movie. I am not willing to spoil it since I feel letting the viewer piece together the idea presented on screen is more effective, but the theory calls into question the framing device of Noodles in the present day. It asks the viewer to look deeper into how the character views himself and his situation and how he is in denial of how he is responsible for the poor choices in his life. I feel like the film works with and without this interpretation in practice however it still is an interesting thing to consider and makes the film even richer in terms of analysis. It still shows Noodles as someone who never blames himself for his life going the way it did and it’s compelling in a way since it tells us how people who focus on power and control in life never really get a sense of connection with it and never truly understand their faults since they’ve never had to process them before.

At some level, this is a hard film to recommend. Not only because of its length and its extreme content, but because it’s a somber film through and through. We focus on a lead who starts poor, abruptly makes it to the top, and only expresses that position through violence while losing it all out of a desperate swing of emotions and reflecting sadly on his old age. Leone made a film that more than any other tells the audience that the base element of gangsters and the type of American Dream they represent is hollow, unfulfilling, and self-destructive. Noodles may have outlived his friends, but he has nothing to show for it because of what he chose to be. Even so, it’s a film that compels me not just because of its craft, but because of how bold it is in its choices. I am as compelled by Noodles and his compatriots as I am repulsed by them and that’s no easy feat. I am usually fascinated by movies that remain consistently engaging and try to say a lot through their aggressive nature. This one is no different and it alone gives me a lot of insight and respect to Leone’s craft. It is known that the film was unfortunately edited into a shorter film with the periods put in order by the producers for the American release and was a bomb. Fortunately, Scorsese and many others helped return the film to its original vision and I am grateful for that. Films like this are why I have grown more willing to broaden my horizons and watch more films in general because I may come across something like this that just enraptures me in ways I never would have expected.