It was the final film of Leone's career and the first feature film he had directed in 13 years. 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 version, but was convinced by distributors to shorten it to 229 minutes. The American distributors, The Ladd Company, further shortened it to 139 minutes, and rearranged the scenes into chronological order, without Leone's involvement. The shortened version was a critical and commercial flop in the United States, and critics who had seen both versions harshly condemned the changes that were made. The original "European cut" has remained a critical favorite and frequently appears in lists of the greatest gangster films of all time.
The film is presented in non-chronological order, from 1920 to 1968, and it is largely told through flashbacks from the viewpoint of one person. The specific scenes and their order vary from version to version. The following description is that of the film's full European cut.
The film begins in medias res with gangsters entering a Chinese puppet theater, looking for a marked man. The proprietors slip into a hidden opium den and warn a man named "Noodles", but he pays no attention. In a flashback, he watches the police remove three disfigured corpses from a street. He successfully kills one of the three thugs that are after him but learns that the thugs have murdered his girlfriend while looking for him and finds that someone else has stolen his money. He leaves the city.
David "Noodles" Aaronson struggles as a street kid in the Williamsburg section of Brooklyn in 1920. He and his friends Patrick "Patsy" Goldberg, Phillip "Cockeye" Stein, and little Dominic commit petty crimes under the supervision of the local boss Bugsy. Planning to rob a drunk at the moment a passing truck hides them from a policeman, they're foiled by the older Max Bercovicz, who jumps off of the truck to rob the man himself. Noodles confronts Max but a crooked policeman steals the watch they were fighting over. Later Max's camera enables them to blackmail the policeman, having sex with a teenage girl, and thus start their own gang independent of Bugsy, who had previously enjoyed the policeman's corrupt protection. The boys establish a suitcase money fund, which they hide in a locker at the railway station, giving the key to Fat Moe, a reliable friend who's not part of the operation. Noodles is in love with Fat Moe's sister Deborah, who aspires to be a dancer and actress. One day, Bugsy ambushes the boys and shoots little Dominic, who dies in Noodle's arms, who then stabs Bugsy to death and injures a police officer who tried to intervene. Noodles is arrested, and sentenced to 12 years in prison.
An adult Noodles is released from jail in 1932 and is reacquainted with his old gang: Max, Patsy, and Cockeye, who are now major players in the bootlegging industry during Prohibition. Noodles reunites with Deborah and tries to rekindle their relationship. Meanwhile, during a robbery, the gang meets Carol who soon becomes Max's girlfriend. The gang prospers from bootlegging under Prohibition, providing muscle for union boss Jimmy Conway O'Donnell. Noodles tries to impress Deborah on an extravagant date, and rapes her on their way home in a limousine, after which he becomes remorseful.
The gang's financial success ends with the repeal of Prohibition, when Max considers a suggestion to set up what was to become the Teamsters' union, which Noodles refuses and leaves. Max runs after him and they go to Florida together. While there, Max suggests robbing the New York Federal Reserve Bank, but Noodles sees it as suicidal. Carol, who also fears for Max's life, convinces Noodles to call the police on his friend for a minor offence, just to keep him in jail for a short time. Noodles does this at an end-of-Prohibition party. Shortly after, Max, who has followed him to the office, knocks him unconscious for calling him crazy. Regaining consciousness, Noodles finds out that Max, Patsy, and Cockeye have been killed by the police, and is consumed with guilt over making that phone call which led to the scenes which begin the film. Noodles is then seen boarding the first bus to leave New York, going to Buffalo, where he will live in hiding under a fake identity for the next 35 years.
In 1968, Noodles receives a letter informing him that the cemetery where his friends are buried has been sold and asking him to make arrangements for their reburial. Realising that someone has deduced his identity, Noodles returns to Manhattan and stays with Fat Moe above his still-open restaurant. While visiting the new cemetery, Noodles finds there, visibly hung for him to take it, a key to the railway locker, once kept by the gang, and further notes the license plate of a car that is following him there. Opening that locker, he discovers a suitcase full of cash, like the one kept there and taken away, now with a note saying the money is a down payment on his next job. Noodles hears about the lavish estate of Secretary Bailey, an embattled political figure whose name has been mentioned in news reports of the car explosion which killed the District Attorney.
Noodles visits Carol, who lives at a retirement home run by the Bailey Foundation. She tells him that Max planted the idea of Carol and Noodles tipping off the police because he wanted to die rather than go insane like his father who died in an asylum. He opened fire on the police to ensure his own death. While at the home, Noodles sees a photo of Deborah at the institution's dedication. Noodles tracks down Deborah, now a successful actress. He questions her about Secretary Bailey, telling her that he has received an invitation to a party at Bailey's house. Deborah claims not to know much about Bailey, but Noodles already knows they have lived together for years. In the end Deborah tells him Bailey was a starving immigrant who married a very wealthy woman who died in childbirth. She begs him to not go to the party but leave via the back exit and not the main door of her dressing room, where a young man named David is waiting for her. Noodles leaves via the main door and Deborah explains the young man is Secretary Bailey's son, named David (which is also Noodles' given name). David bears an obvious resemblance to Max as a young man (and is played by the same actor) implying that Secretary Bailey is Max.
The next scene reveals Secretary Bailey to be Max. Noodles meets with Max in his private room at the party. Max explains that corrupt policemen helped him fake his own death, so that he could steal the gang's money and steal Noodles' love interest Deborah, in order to begin a new life as Mr. Bailey, a man with contacts to the teamsters' union. Now faced with ruin and the spectre of a teamster assassination, Max asks Noodles to kill him. Noodles refuses despite Max's permission and goading, because, in his eyes, Max died with the gang. As Noodles leaves Bailey's estate, he hears a garbage truck start up and looks back to see a man standing at the driveway's gated entrance. As he begins to walk towards Noodles, the truck passes between them. The truck passes and Noodles sees its auger grinding down rubbish, the man nowhere to be seen.
The final scene becomes a flashback to when the young adult Noodles entering the opium den seen at the beginning of the movie after the murder of his gang, taking the drug and broadly grinning.
The cast also includes Robert Harper as Sharkey, Mario Brega as Mandy, Paul Herman as Monkey, Marcia Jean Kurtz as Max's Mother, Estelle Harris as Peggy's Mother, and Richard Foronji as Whitey. Louise Fletcher can also be seen in the 2012 restoration as the director of the cemetery Noodles visits in 1968.
During the mid-1960s, Sergio Leone 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. Following that initial meeting, Leone met with Grey several times throughout the remainder of the 1960s and 1970s to understand America through Grey's point of view. Intent on making another trilogy about America, Leone turned down an offer from Paramount Pictures to direct The Godfather to pursue his pet project.
Leone considered many actors for the film during the long development process. Originally in 1975, Gérard Depardieu, who was determined to learn English with a Brooklyn accent for the role, was cast as Max with Jean Gabin playing the older Max. Richard Dreyfuss was cast as Noodles with James Cagney playing the older Noodles. In 1980, Leone spoke of casting Tom Berenger as Noodles with Paul Newman playing the older Noodles. Among actors considered for the role of Max were Dustin Hoffman, Jon Voight, Harvey Keitel, John Malkovich, and John Belushi.
Early in 1981, Brooke Shields was offered the role of Deborah Gelly, after Leone had seen The Blue Lagoon, claiming that "she had the potential to play a mature character." A writers' strike delayed the project, and Shields withdrew before auditions began. Elizabeth McGovern was cast as Deborah and Jennifer Connelly as her younger self.
Joe Pesci was among many to audition for Max. He got the smaller role of Frankie, partly as a favor to his friend De Niro. Danny Aiello auditioned for several roles and was ultimately cast as the police chief who (coincidentally) shares his surname. Claudia Cardinale (who appeared in Once Upon a Time in the West) wanted to play Carol, but Leone was afraid she would not be convincing as a New Yorker and turned her down.
The film was shot between June 14, 1982 and April 22, 1983. Leone tried, as he had with A Fistful of Dynamite, to produce the film with a young director under him. In the early days of the project he courted John Milius, a fan of his who was enthusiastic about the idea; but Milius was working on The Wind and the Lion and the script for Apocalypse Now, and could not commit to the project. For the film's visual style, Leone used as references the paintings of such artists as Reginald Marsh, Edward Hopper, and Norman Rockwell, as well as (for the 1922 sequences) the photographs of Jacob Riis. F. Scott Fitzgerald's novel The Great Gatsby influenced Noodles' relationship with Deborah.
Most exteriors were shot in New York City (such as in Williamsburg along South 6th Street, where Fat Moe's restaurant was based, and South 8th Street), but several key scenes were shot elsewhere. Most interiors were shot in Cinecittà in Rome. The beach scene where Max unveils his plan to rob the Federal Reserve was shot at the Don CeSar in St. Petersburg, Florida. The New York's railway "Grand Central Station" scene in the thirties flashbacks was filmed in the Gare du Nord in Paris. The interiors of the lavish restaurant where Noodles takes Deborah on their date were shot in the Hotel Excelsior in Venice, Italy. The gang's hit on Joe was filmed in Quebec. The view of the Manhattan Bridge shown in the film's poster can be seen from Washington Street in Brooklyn.
The shooting-script, completed in October 1981 after many delays and a writers' strike between April and July of that year, was 317 pages in length.
By the end of filming, Leone had eight to ten hours worth of footage. With his editor Nino Baragli, Leone trimmed this to almost six hours, and he originally wanted to release the film as two films with three-hour parts. The producers refused, partly because of the commercial and critical failure of Bertolucci's two-part 1900, and Leone was forced to further shorten it. The film was originally 269 minutes (4 hours and 29 minutes), but when the film premiered out of competition at the 1984 Cannes Film Festival, Leone had cut it to 229 minutes (3 hours and 49 minutes) to appease the distributors, which was the version shown in European cinemas. However, the American wide release was edited further to 139 minutes (2 hours and 19 minutes) by the studio, against the director's wishes.
The musical score was composed by Leone's long-time collaborator, Ennio Morricone. The film's long production caused Morricone to finish composing most of the soundtrack before many scenes had been filmed. Some of Morricone's pieces were played on set as filming took place, a technique that Leone used for Once Upon a Time in the West. "Deborah's Theme" was written for another film in the 1970s but rejected; Morricone presented the piece to Leone, who was initially reluctant, considering it too similar to Morricone's main title for Once Upon a Time in the West. The score is also notable for Morricone’s incorporation of Gheorghe Zamfir, who plays a pan flute. At times this music is used to convey remembrance, at other times terror. Zamfir’s flute playing was used to a similarly haunting effect in Peter Weir’s Picnic at Hanging Rock (1975). Morricone also collaborated with vocalist Edda Dell'Orso on the score.
A Soundtrack album was released in 1984 by Mercury Records. This was followed by a special edition release in 1995, featuring four additional tracks.
Besides the original music, the film used source music, including:"God Bless America" (written by Irving Berlin, performed by Kate Smith – 1943) – Plays over the opening credits from a radio in Eve's bedroom and briefly at the film's ending."Yesterday" (written by Lennon–McCartney – 1965) – A muzak version of this piece plays when Noodles first returns to New York in 1968, examining himself in a train station mirror. An instrumental version of the song also plays briefly during the dialogue scene between Noodles and "Bailey" towards the end of the film."Summertime" (written by George Gershwin – 1935) An instrumental version of the aria from the opera Porgy and Bess is playing softly in the background as Noodles explains to "Secretary Bailey" why he could never kill his friend, just before leaving."Amapola" (written by Joseph Lacalle, American lyrics by Albert Gamse – 1923) – Originally an opera piece, several instrumental versions of this song were played during the film; a jazzy version which played on the gramophone danced to by young Deborah in 1922; a similar version played by Fat Moe's jazz band in the speakeasy in 1932; and a string version, during Noodles' date with Deborah. It has been suggested that Leone used this piece after hearing a version of it in the film Carnal Knowledge, though this has not been confirmed. Both versions are available on the soundtrack."La gazza ladra" overture (Gioachino Rossini – 1817) – Used during the famous baby-switching scene in the hospital."Night and Day" (written and sung by Cole Porter – 1932) – Played by a jazz band during the beach scene before the beachgoers receive word of Prohibition's repeal and during Secretary Bailey's party in 1968."St. James Infirmary Blues" is used during the Prohibition 'funeral' at the gang's speakeasy.
Once Upon a Time in America premiered at the 1984 Cannes Film Festival on 23 May and received a "15 minute standing ovation". In the United States, the film received a wide release in 894 theaters on June 1, 1984 and grossed $2.4 million during its opening weekend. It ended its box office run with a gross of just over $5.3 million on a $30 million budget, and became labeled as a box office flop. The financial and critical disaster of the American release almost bankrupted The Ladd Company. Eventually, the film premiered in Leone's native Italy out of competition at the 41st Venice International Film Festival in September 1984. That same month, the film was released wide in Italy on September 28, 1984 in its 229-minute version.
Several different versions of Once Upon a Time in America have been shown. The original European release version (1984, 229 minutes) was shown internationally.
The film was shown in limited release and for film critics in America, where it was slightly trimmed to secure an 'R' rating. Cuts were made to two rape scenes and some of the more graphic violence at the beginning. Noodles' meeting with Bailey in 1968 was also excised. The film gained a mediocre reception at several sneak premieres in North America. Because of this early audience reaction, the fear of its length, its graphic violence, and the inability of theaters to have multiple showings in one day, the decision was made by The Ladd Company to make many edits and cut entire scenes without the supervision of Sergio Leone. This American wide release (1984, 139 minutes) was drastically different from the European release, as the non-chronological story was rearranged into chronological order. Other major cuts involved many of the childhood sequences, making the adult 1933 sections more prominent. Noodles' 1968 meeting with Deborah was excised, and the scene with Bailey ends with him shooting himself (with the sound of a gunshot off screen), rather than the garbage truck conclusion of the 229-minute version.
In the Soviet Union, the film was theatrically shown in the late 1980s, with other Hollywood blockbusters such as the two King Kong films. The story was rearranged in chronological order and the film was shown in two parts, one containing all childhood scenes and the other for adulthood scenes. The parts were run as two films. Despite the rearrangement, no major scene deletions were made. It was rated as "16+" by the Goskino.
A network television version was shown in the early-to-mid 1990s with a running time of almost three hours (excluding commercials). While it retained the film's original non-chronological order, many key scenes involving violence and graphic content were left out. This version was a one-off showing, and no copies are known to exist.
In March 2011, it was announced that Leone's original 269-minute version was to be re-created by a film lab in Italy under the supervision of Leone's children, who acquired the Italian distribution rights, and the film's original sound editor, Fausto Ancillai, for a premiere in 2012 at either the Cannes Film Festival or Venice Film Festival.
The restored film premiered at the 2012 Cannes Film Festival, but because of unforeseen rights issues for the deleted scenes, the film's restoration ran for 251 minutes. However, Martin Scorsese (whose Film Foundation helped with the restoration) stated that he is helping Leone's children gain the rights to the final 24 minutes of deleted scenes for a complete version of Leone's envisaged 269-minute version. On August 3, 2012, it was reported that after the premiere at Cannes the restored film was pulled from circulation pending further restoration work.
In North America, the heavily edited 139-minute version was made available on DVD in the late 1990s. This was followed by a two-disc special edition release on June 10, 2003, featuring the 229-minute version of the film. This special edition was re-released on January 11, 2011 on both DVD and Blu-ray Disc. On September 30, 2014, Warner Bros. released a two-disc Blu-ray and DVD set of the 2012 restoration version dubbed as the Extended Director's Cut, with a running time of 251 minutes. Previously released on September 4, 2012 in Italy, this version is what was shown to audiences at the 2012 Cannes Film Festival.
Once Upon a Time in America's initial critical response was mixed because of the different versions released worldwide. While internationally the film was well received in its original form, American critics were much more dissatisfied with the 139-minute version released in North America. This condensed version was a critical and financial disaster and many American critics, who knew of Leone's original cut, attacked the short version. Some critics compared shortening the film to shortening Richard Wagner's operas, saying that works of art that are meant to be long should be given the respect they deserve. Roger Ebert wrote in his 1984 review that the uncut version was "an epic poem of violence and greed" but described the American theatrical version as a "travesty". Ebert's television film critic partner Gene Siskel considered the uncut version to be the Best Film of 1984.
It was only after Leone's death and the subsequent restoration of the original version that critics began to give it the kind of praise displayed at its original Cannes showing. The uncut original film is considered to be far superior to the edited version released in the US in 1984. Ebert, in his review of Brian De Palma's The Untouchables, called the original uncut version of Once Upon a Time in America the best film depicting the Prohibition era. James Woods, who considers this to be Leone's finest film, mentioned in the DVD documentary that one critic dubbed the film the worst of 1984, only to see the original cut years later and call it the best of the 1980s. The review aggregator website Rotten Tomatoes reports a 89% approval rating with an average rating of 8.6/10 based on 46 reviews. The website's consensus reads, "Sergio Leone's epic crime drama is visually stunning, stylistically bold, and emotionally haunting, and filled with great performances from the likes of Robert De Niro and James Woods."
The film has since been ranked as one of the best films of the gangster Genre. When Sight & Sound asked several UK critics what their favorite films of the last 25 years were in 2002 as a reaction to its earlier poll, the film placed at number 10. In 2015, the film was ranked at number nine on Time Out's list of the 50 best gangster films of all time.
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 Noël Simsolo published in 1987, Leone confirms the validity of this interpretation, saying that the scenes set in the 1960s could be seen as an opium dream of Noodles. 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.
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. Ebert stated that the purpose of the flying disc scene was to establish the 1960s time frame and nothing more.
Despite its modern critical success, the initial American release did not fare well with critics and received no Academy Award nominations. The film's music was disqualified from Oscar consideration for a technicality, as the studio accidentally omitted the composer's name from the opening credits when trimming its running time for the American release.