Director Sergio Leone’s account of how Once Upon a Time in America grew from idea to feature film is variously documented in both the Jun 1984 issue of American Film and Christopher Frayling’s 2000 monograph, Sergio Leone: Something to do with Death. After completing The Good, the Bad, and the Ugly (1967, see entry), Leone read Harry Grey’s 1952 semi-autobiographical memoir, The Hoods, and immediately began dreaming of using the material as the basis for a feature film. However, he began production on another Western, Once Upon a Time in the West (1969, see entry), and had to set the idea aside. When filming on that movie ended in 1968, Leone contacted Harry Grey in New York City to discuss the screen adaptation. The author, a former gangster, was reluctant to meet in person, but finally agreed to convene at a non-descript Manhattan bar. Leone noted that the “relaxing and secretive” setting, as well as Grey’s taciturn manner, influenced the scene in Once Upon a Time in America when the aged “Noodles” returns to “Fat Moe’s” delicatessen. The meeting also convinced the director that time and memory would be key themes within the picture. Although Leone asked Grey to act as a consultant on the film, twelve years later, the gangster-turned-writer died in 1980 before production began.
       On 16 Jun 1971, Var announced that producer Andre Genoves had agreed to co-produce Once Upon a Time in America for Films La Boetie. Leone would direct, as well as co-produce for his own banner, Rafran Cinematografica. Var noted that the film was originally part of a multi-picture deal between Leone and United Artists, but considering the picture’s proposed $7 million budget, the distributor decided to let Leone take it elsewhere. Based on the success of Once Upon a Time in the West in Europe, Genoves and Leone predicted “no difficulty” in financing the picture with European money, and looked to begin production in Jan 1972.
       Two years later, a 5 Jun 1974 Var news brief indicated that screenwriter David Wood planned to meet Leone to discuss a fresh screenplay for Once Upon a Time in America, with Rafran Cinematografica as the only producing interest. Journalist Pete Hamill, in his 1984 American Film article, concurred that in the early 1970s, numerous writers, including himself, interviewed for the project: “Scripts were written, rewritten, discarded. The project was on; it was off.” During this time, Leone felt that if he were to act as sole producer, another director would have to helm the epic picture, and to that end, he considered Milos Forman and Peter Bogdanovich for the job. However, Var reported on 6 Aug 1975 that Alberto Grimaldi would produce the $10 million movie for PEA Films, thus allowing Leone to resume focusing on directorial duties. Leone hired Norman Mailer to work on the screenplay, according to a 25 Nov 1975 DV news brief, but the novelist completed only eighty pages before abandoning the project. Although a 7 Sep 1976 HR news item stated that Mailer was in the midst of a lawsuit with Grimaldi, Pete Hamill clarified that Leone was the one in conflict with the producer. Grimaldi apparently held the rights to The Hoods, and Leone’s attempt to acquire those rights resulted in four years of litigation. The legal scuffle likely delayed any plan to go into production in the late 1970s. A 22 Jun 1976 HR news item listed a cast that included actors Gérard Depardieu, Robert De Niro, Richard Dreyfuss, Glenn Ford, George Raft, Henry Fonda, and Jean Gabin, but with the exception of Robert De Niro, none were attached to the project when news about the film resurfaced in 1980.
       A 20 Aug 1980 Var article reported that producer Arnon Milchan had agreed to back Leone’s $22 million gangster epic. American Film indicated that Milchan “retrieved” rights to The Hoods from Grimaldi. Various contemporary sources anticipated a spring 1981 start, but a full-page advertisement in the 24 Mar 1981 issue of DV countered those reports, indicating that 11 Jan 1982 had been selected as the start. HR suggested, in a 6 Jan 1981 news brief, that Paul Newman and Yves Montand had been selected to star in the film. However, neither actor appears in subsequent casting reports. In a 7 Nov 1981 Screen International interview, Leone refused to confirm who would star in the movie, stating that he was still conducting “research” on various actors. The director described Once Upon a Time in America as a “fairy tale” situated in a gangster underworld. Although the start of production had again been pushed back, to spring 1982, Leone anticipated a Christmas 1983 release.
       By the time The Ladd Company came on board as distributor (through Warner Bros.), the film’s budget had swelled to $30 million, as noted by a 15 Mar 1982 DV news brief. However, this figure was the subject of much debate by news sources over the next several years. Clearly, the picture would be expensive: filmmakers planned to shoot on location in New York, NY; Montreal, Canada; Venice, Italy; Paris, France; and St. Petersburg, FL; as well as at Cinecittà Studios in Rome, Italy.
       The international scope of production caused something of a furor in both Montreal and New York. On 12 May 1982, Var reported that the Canadian Film Development Corporation (CFDC) wanted co-production credit on Once Upon a Time in America. A CFDC executive pointed out that filmmakers would spend $2 to $3 million during their Montreal shoot, and that France and Italy had been granted co-production status for fronting comparable amounts. Six months later, unions in New York complained about the number of foreign technicians who had come Stateside from Rome to continue filming with Leone. As reported in 29 Oct and 3 Nov 1982 DV and Var articles, union representatives acknowledged the “need for continuity and communication” during production, but felt that the few jobs given to U.S. workers showed “flagrant” disregard of immigration and labor laws. The New York unions’ complaints drew the attention of U.S. State, Justice, and Labor departments, and meetings to discuss changes to policies regarding foreign-based film crews were scheduled for early 1983, according to various DV and Var articles in Jan and Feb of that year. Whether or not Once Upon a Time in America’s filmmakers were penalized for their conduct could not be determined, while Canada’s request for co-production status was apparently ignored.
       Principal photography began on 21 Jun 1982 in Rome, according to an 18 Aug 1982 Var report. After nine weeks in Italy, sequences were shot at the Gare du Nord railway station in Paris, as noted by a 1 Sep 1982 Screen International news brief. In the film, the grand Parisian terminal stands in for what is presumably Grand Central Terminal in New York City. From Europe, cast and crew traveled to Montreal for a month of filming, before arriving in New York the week of 18 Oct 1982. A 5 Nov 1982 Back Stage news item indicated that filmmakers would be in New York until the end of the month. Various contemporary sources, including the 24 Jan 1983 New York, clarified that filming took place on South 8th Street in Brooklyn, a location chosen for its dramatic views of the Williamsburg Bridge. The street afforded tremendous depth, flanked with ramshackle tenement buildings that could be dressed and transformed to create Manhattan’s Lower East Side of the 1920s. According to Back Stage, the Stateside shoot concluded in Newport, R.I., in early Dec, after which, cast and crew returned to Italy for the remainder of production. In addition to various interior sets built at Cinecittà, construction crews created a precise replica of “South 8th Street, Brooklyn, NY” in Pietralata, a suburb of Rome. On 29 Dec 1982, Var reported that filming had been cancelled for a week due to the exhausted director’s need for rest. Although Var anticipated that production would resume and end, according to schedule, in mid-March, the May 1983 Box indicated that the picture was “still in production.”
       On 18 Aug 1983, DV announced that Once Upon a Time in America would be released in Mar 1984 as one picture, and not in two parts, as had been speculated. Leone “always intended” to tell the story within the confines of one film, regardless if that meant a running time of close to four hours. After viewing a cut of the film in Rome, The Ladd Company and Warner Bros. seemed pleased with Leone’s work stating, “We want[ed] to see more. No one wanted cuts.” However, seven months later, a 14 Mar 1984 DV article reported that The Ladd Company had decided to “drastically shorten” and restructure the film for U.S. release. Based on negative reactions after a 17 Feb 1984 Boston test screening, the distributor held Leone to the original contract agreement, which required delivery of the picture with a maximum run time of 165 minutes. When the director refused to trim his 225-minute version, The Ladd Company hired an editor to shorten the picture by a full hour. Additionally, Leone’s interwoven flashback structure was rearranged into chronological order, from 1921 to 1968, with no flashbacks whatsoever. Leone objected to The Ladd Company’s decision to alter his work, and threatened to withdraw his name from the picture, according to a 21 Mar 1984 HR article. However, two days later, he told the LAT that his remark had been mistranslated. After the film’s 1 Jun 1984 domestic release, the director again spoke out against The Ladd Company in a 13 Jun 1984 Var news item, deriding their edit as “unrecognizable and incomprehensible.” He acknowledged that, because of his contract, he could not take recourse against the distributor, nor could he legally remove his name from the picture.
       A 227-minute version of Once Upon a Time in America premiered at the Cannes Film Festival on 19 May 1984. The summary for this record represents that version of the film, as a print of the shortened U.S. theatrical release was not readily available. DV published a fairly negative review on 21 May 1984, describing the picture as “a disappointment of considerable proportions.” Compared to Luchino Visconti’s The Leopard (1963, see entry), or Stanley Kubrick’s Barry Lyndon (1975, see entry), the “methodical, contemplative” pacing of Leone’s “epic dream” failed to make up for its lack of clarity and purpose. Acknowledging The Ladd Company’s intention to release a truncated version, DV defended Leone’s flashback structure, claiming that, far from confusing, the alternating time periods created “effective poetic echoes.” Technical contributions in art direction, cinematography, and music were praised. The 227-minute version of the film contains an intermission after two hours and forty minutes, fading to black as “Deborah’s” train departs from New York.
       In the U.S., the shortened, chronologically organized film fared no better with critics, particularly those who viewed it as a straight-up “gangster movie.” Compared to the “terse visual style” of 1930s gangster classics, Once Upon a Time in America was faulted for indulging in “voyeurisms” that seemed pointless. Compared to how The Godfather (1972, see entry) presented the complex and political relationships between members of a Mafia family, the characters in Leone’s film were difficult to appreciate as anything more than childhood friends. Reviews in the LAT, NYT, and HR on 1 Jun 1984 all agreed that the picture was marred by a narrative incoherence, with characters who “disappeared” from the film, and storylines that never resolved. A 6 Jun 1984 “follow-up” review in Var gave the following structural breakdown of the U.S. release: The “first thirty-five minutes are devoted to the childhood gang … in 1921; eighty-three minutes detail the rise and eventual undoing of the gang; with the 1968 wrap-up lasting twenty-five minutes.” Various contemporary reviews listed running times of 135, 144, or 147 minutes, with 144 minutes as the most frequently cited duration. Richard Corliss’s 18 Jun 1984 Time magazine assessment indicated that editor Zach Staenberg was responsible for cutting the film to The Ladd Company’s specifications. An 18 Dec 1984 DV news item stated that following it’s Jun 1984 release, box-office returns were a mere $5.3 million.
       On 6 Jul 1984, the NYT reported that the 227-minute version would be shown at the New York Film Festival. Following the 12 and 13 Oct 1984 screenings, Warner Bros. planned to release Leone’s “approved” cut at the Gemini Theater in Manhattan, according to a 12 Oct 1984 DV article. Releases in additional U.S. markets would be determined following the New York run.
       Although Ennio Morricone’s music was highly praised by numerous critics, his score was not formally submitted for Academy Award consideration, and thus, he was ineligible for an award. A 6 Feb 1985 LAT news brief faulted Warner Bros. (which had severed its relationship with The Ladd Company), for not reminding the Italian composer about submission guidelines.
       Two years after Sergio Leone’s death, a 22 Oct 1992 NYT article claimed that the director’s 227-minute cut had never officially been released in the U.S., and that a 23 Oct 1992 opening in Santa Monica, CA, would correct the “collective mistake” made by Arnon Milchan and The Ladd Company back in 1984. Milchan had approached Warner Bros. about the 1992 release, and the studio agreed to show the film in New York, Chicago, and other large cities after the Santa Monica run. In 2003, Warner Home Video put forth a special two-disc DVD edition of the nearly four-hour version, featuring audio commentary, a few minutes of additional footage, and excerpts from a short documentary about the making of the movie.
       In 2012, director Martin Scorsese and his Film Foundation coordinated an effort to restore Once Upon a Time in America to what the Leone family felt was the director’s true vision for the film. According to 27 Apr 2012 DV and 16 May 2012 Var articles, twenty-five minutes of additional scenes were found and reassembled. A title card at the beginning of the 2012 restoration print indicates: “The only materials available were discarded strips of working positives which were printed for reference only.” Thus, the color tones of the additional scenes do not fully complement the rest of the picture. The lost footage included a sequence featuring actress Louise Fletcher as the director of the cemetery where “Noodles” visits his friends’ tomb. Fletcher was listed along with other top-billed cast in 27 May 1982 DV and 22 Jun 1982 HR news items, but she did not appear onscreen in the print viewed for this record.
       End credits include the following acknowledgments: “Special thanks to The Completion Bond Company; Special thanks to: Ciga Hotels; Bulgari for jewelry; Fendi for furs; Borsalino for hats; Hedy Martinelli for jewelry; Italo Gasparucci – Sant’ Ippolito (PS), Italy for furniture in rattan; Special thanks to: New York State Division of Communication Industries Development; New York City Mayor’s Office of Film, Theatre and Broadcasting; New York City Police Department Special Unit of Motion Picture and Television; New Jersey Motion Picture and Television Commission; City of St. Petersburg Beach, Florida; State of Florida Department of Commerce, Motion Picture and T.V. Office”; and finally, “Special thanks to: City of Montreal, Mayor’s Office of Film Commission.”