Once Upon a Time in America (1984)

R | 135, 144, 147 or 227 mins | Drama | 1 June 1984

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HISTORY

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 ... More Less

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.” More Less

SOURCE CITATIONS
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DATE
PAGE
American Film
Jun 1984
pp. 20-28, 54.
Back Stage
5 Nov 1982.
---
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May 1983.
---
California
Dec 1984
p. 66.
Daily Variety
14 Jun 1971.
---
Daily Variety
25 Nov 1975.
---
Daily Variety
24 Mar 1981.
---
Daily Variety
16 Mar 1982.
---
Daily Variety
27 May 1982.
---
Daily Variety
29 Oct 1982
p. 8, 31.
Daily Variety
20 Dec 1982.
---
Daily Variety
14 Jan 1983
p. 1, 60.
Daily Variety
18 Aug 1983.
---
Daily Variety
14 Mar 1984
p. 1, 9.
Daily Variety
1 May 1984.
---
Daily Variety
21 May 1984
p. 2.
Daily Variety
6 Jun 1984
p. 3, 10.
Daily Variety
27 Aug 1984.
---
Daily Variety
12 Oct 1984.
---
Daily Variety
18 Dec 1984.
---
Daily Variety
26 Mar 2003.
---
Daily Variety
27 Apr 2012.
---
Hollywood Reporter
22 Jun 1976.
---
Hollywood Reporter
7 Sep 1976.
---
Hollywood Reporter
6 Jan 1981.
---
Hollywood Reporter
14 Apr 1981.
---
Hollywood Reporter
22 Jun 1982.
---
Hollywood Reporter
28 Dec 1982.
---
Hollywood Reporter
21 Mar 1984
p. 1, 26.
Hollywood Reporter
1 Jun 1984
p. 6, 15.
Hollywood Reporter
25 Oct 1984
p. 3, 13.
Hollywood Reporter
9 May 2003.
---
Los Angeles Times
23 Mar 1984.
---
Los Angeles Times
1 Jun 1984
Section H, p. 4.
Los Angeles Times
6 Feb 1985.
---
New York Times
1 Jun 1984
p. 8.
New York Times
6 Jul 1984.
---
New York Times
22 Oct 1992.
---
New Yorker
27 May 1985
p. 82.
Screen International
7 Nov 1981.
---
Screen International
25 May 1985.
---
The Guardian (UK)
3 Aug 2012.
---
Time
18 Jun 1984
p. 82.
Variety
16 Jun 1971.
---
Variety
5 Jun 1974.
---
Variety
6 Aug 1975.
---
Variety
29 Dec 1976.
---
Variety
7 Jun 1978.
---
Variety
20 Aug 1980
p. 6, 28.
Variety
12 May 1982
p. 53, 68.
Variety
28 Jul 1982.
---
Variety
18 Aug 1982
p. 7, 33.
Variety
1 Sep 1982.
---
Variety
3 Nov 1982.
---
Variety
29 Dec 1982.
---
Variety
16 Feb 1983
p. 1, 42.
Variety
23 May 1984
p. 13.
Variety
6 Jun 1984
p. 5, 29.
Variety
13 Jun 1984
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Variety
16 May 2012.
---
CAST
NAME
CREDITED AS
CREDIT
as Joe
+
PRODUCTION CREDITS
NAME
PARENT COMPANY
PRODUCTION COMPANY
PRODUCTION TEXTS
Arnon Milchan presents
A Film by Sergio Leone
A P.S.O. International Release
NAME
CREDITED AS
CREDIT
DIRECTORS
Asst dir
Asst dir, New York crew
Asst dir, New York crew
Prod mgr, Montreal crew
PRODUCERS
Exec prod
PHOTOGRAPHY
Dir of photog
Cam asst
Key grip
Stillman
Cam equip
Gaffer, New York crew
Key grip, New York crew
Asst cam, New York crew
Gaffer, Montreal crew
Key grip, Montreal crew
ART DIRECTORS
Art dir
Art dir, New York crew
FILM EDITORS
Film ed
Ed coord
1st asst ed
Studio and synchronization
SET DECORATORS
Set dresser
Const coord
Set dresser
Swing gang
Prop master
Furniture
Set dec, New York crew
Set builder, New York crew
Set builder, New York crew
Scenic chargeperson, New York crew
Prop man, New York crew
Const coord, New York crew
Prop man, Montreal crew
Scenic painter, Montreal crew
Chief carpenter, Montreal crew
COSTUMES
Asst cost des
Asst cost des
Ward cost
Shoes
Assoc cost des, New York crew
Costumer, New York crew
MUSIC
Mus comp and dir by
Flute de Pan
Mus rec at
by Unione Musicisti di Roma Symphony Orchestra
Mus rec mixer
SOUND
Boomman
Sd rec mixer
Postsinc ed
Postsinc ed
Dubbing ed
ADR sd, New York crew
VISUAL EFFECTS
Titles and opt eff
Spec eff Unltd Hollywood, Montreal crew
Spec eff asst, Montreal crew
MAKEUP
Makeup dept
Makeup dept
Makeup dept
Hair dept
Hair dept
Makeup/Hair, New York crew
Dental makeup, New York crew
PRODUCTION MISC
Unit mgr
Consultant to the prod
Exec in charge of prod
Prod supv
Casting
and
Casting
Dial dir
Prod auditor
Loc mgr
Prod asst
Prod asst
Accountant
Accountant
Accountant
Prod liason, New York crew
Prod coord, New York crew
Loc mgr, New York crew
Prod secy, New York crew
Prod secy, New York crew
Accountant, New York crew
Loc controller, New York crew
Transportation capt, New York crew
Unit pub, New York crew
Antique car coord, New York crew
Loc mgr, Montreal crew
Extras casting, Montreal crew
Extras casting, Montreal crew
Accountant, Montreal crew
STAND INS
Stunt coord
COLOR PERSONNEL
SOURCES
LITERARY
Based on the novel The Hoods by Harry Grey (New York, 1952).
AUTHOR
SONGS
"God Bless America," by Irving Berlin, Irving Berlin Music Corporation, performed by Kate Smith, courtesy of RCA Record, all rights reserved
"Summertime," from Porgy and Bess, music by George Gershwin, lyrics by Dubose Heyward and Ira Gershwin, (c) 1935 by Gershwin Publishing Company, copyright renewed: all rights assigned to Chappel and Co.
"Night And Day," words and music by Cole Porter, copyright 1932 (renewed) Warner Bros. Inc., all rights reserved
+
SONGS
"God Bless America," by Irving Berlin, Irving Berlin Music Corporation, performed by Kate Smith, courtesy of RCA Record, all rights reserved
"Summertime," from Porgy and Bess, music by George Gershwin, lyrics by Dubose Heyward and Ira Gershwin, (c) 1935 by Gershwin Publishing Company, copyright renewed: all rights assigned to Chappel and Co.
"Night And Day," words and music by Cole Porter, copyright 1932 (renewed) Warner Bros. Inc., all rights reserved
"Yesterday," words and music by John Lennon and Paul McCartney, used by permission Norther Songs Ltd. c/o ATV Music
"Amapola," music and Spanish lyric by Joseph M. La Calle, an English lyric by Albert Gamse, used by permission Edward B. Marks Music Corporation
"La Gazza Ladra," directed by Francesco Molinari Pradelli, from LP 894 103 "Rossini Ouverture," P 1968 distributed by Polygram Dischi S.p.A.
+
DETAILS
Release Date:
1 June 1984
Premiere Information:
Cannes Film Festival premiere: 19 May 1984
Los Angeles and New York openings: 1 June 1984
New York Film Festival: 12 and 13 October 1984
Production Date:
21 June 1982--May 1983
Copyright Claimant:
Embassy International Pictures
Copyright Date:
25 April 1985
Copyright Number:
PA255347
Physical Properties:
Sound
Color
Duration(in mins):
135, 144, 147 or 227
MPAA Rating:
R
Countries:
France, Italy, United States
Language:
English
Passed by NBR:
No
SYNOPSIS

In 1933 New York City, a woman returns to her apartment and is confronted by three gangsters who demand to know the whereabouts of her boyfriend, David “Noodles” Aaronson. She claims not to know, and they kill her. The men receive a tip that Noodles is at a Chinese theater. However, they fail to realize he is in the opium den in back. Reclining on a mat, Noodles clutches a newspaper announcing the deaths of three bootleggers. He recalls walking past the crime scene and watching police tag one of the badly burned bodies, “Maximilian Bercovicz.” Smoking the pipe, Noodles remembers the last time he saw his three friends alive. Suddenly, an attendant warns him about the gangsters in the theater. Noodles leaves undetected, and in the morning, retrieves a key from his friend, “Fat Moe.” He goes to a train station to claim a suitcase, discovering nothing but newspapers inside. Dazed, he buys a one-way ticket to Buffalo, New York. Thirty-five years later, Noodles returns and visits Fat Moe, revealing that he has been living upstate under an assumed name. On receiving an anonymous letter summoning him to the city, Noodles felt he had to respond. Someone with knowledge of his past had deduced his identity. When Fat Moe asks what happened to the million dollars in the suitcase, Noodles describes what he found those many years ago. Fat Moe agrees to let Noodles stay in an apartment behind his Jewish delicatessen. Photographs from the early 1920s adorn the walls, prompting Noodles to reminisce about his adolescence on the Lower East Side: Infatuated with Fat Moe’s sister, Deborah, Noodles spies on her whenever he has the chance, but ... +


In 1933 New York City, a woman returns to her apartment and is confronted by three gangsters who demand to know the whereabouts of her boyfriend, David “Noodles” Aaronson. She claims not to know, and they kill her. The men receive a tip that Noodles is at a Chinese theater. However, they fail to realize he is in the opium den in back. Reclining on a mat, Noodles clutches a newspaper announcing the deaths of three bootleggers. He recalls walking past the crime scene and watching police tag one of the badly burned bodies, “Maximilian Bercovicz.” Smoking the pipe, Noodles remembers the last time he saw his three friends alive. Suddenly, an attendant warns him about the gangsters in the theater. Noodles leaves undetected, and in the morning, retrieves a key from his friend, “Fat Moe.” He goes to a train station to claim a suitcase, discovering nothing but newspapers inside. Dazed, he buys a one-way ticket to Buffalo, New York. Thirty-five years later, Noodles returns and visits Fat Moe, revealing that he has been living upstate under an assumed name. On receiving an anonymous letter summoning him to the city, Noodles felt he had to respond. Someone with knowledge of his past had deduced his identity. When Fat Moe asks what happened to the million dollars in the suitcase, Noodles describes what he found those many years ago. Fat Moe agrees to let Noodles stay in an apartment behind his Jewish delicatessen. Photographs from the early 1920s adorn the walls, prompting Noodles to reminisce about his adolescence on the Lower East Side: Infatuated with Fat Moe’s sister, Deborah, Noodles spies on her whenever he has the chance, but Deborah, fully aware of his interest, dismisses him. Not one to be put down, Noodles leads his three friends, Patrick “Patsy” Goldberg, Philip “Cockeye” Stein, and young Dominic, in performing petty crimes for “Bugsy,” the neighborhood crime boss. One afternoon, their plan to rob a drunken man is undermined by an older boy named Max. Noodles later confronts Max, who flaunts the pocket watch he stole from the drunk. When a policeman interrupts their argument and claims the watch for himself, Max and Noodles enter into a truce. A few days later, the boys photograph the policeman having sex with Peggy, a neighborhood girl known for selling sexual favors. Using the photo as blackmail, they ask the policeman to “close an eye” to the criminal activities they plan to conduct separate from Bugsy. The policeman warns them not to cross the gangster, but Max and Noodles pay no attention and are soon running their own schemes. However, after being violently beaten by Bugsy and his gang, Noodles and Max offer their services to bootlegger Al Capuano. Time passes, and they earn enough money to again venture out independently. They place a suitcase full of small bills in a locker at a train station, declaring it their “shared fund.” Walking home, Dominic is shot and killed by Bugsy. Outraged, Noodles stabs Bugsy with a knife. Police arrive and arrest Noodles, later sentencing him to prison. In present day 1968, Noodles visits the mausoleum of Max, Patsy, and Cockeye. There, he notices a key dangling from a hook on the wall. He goes to the gang’s old locker and finds a suitcase full of crisp $100 bills. With trepidation, he walks back to Fat Moe’s carrying the suitcase, suddenly overcome by the memory of the day he was released from prison: In the early 1930s, Max meets Noodles outside prison, welcoming him back to “the company.” They stop by Fat Moe’s, and Max reveals a lively speakeasy hidden behind the main delicatessen. There, Patsy, Cockeye, and Fat Moe jokingly introduce Peggy, who greets Noodles with a kiss, but he only has eyes for Deborah. She informs him that she is a successful Broadway dancer. After socializing with his old friends, Noodles accompanies Max, Patsy, and Cockeye to a meeting with Frankie Minaldi and his “brother,” Joe, who wants the gang to handle a diamond heist. The jeweler’s assistant, Carol, coordinates access to the jewels, but becomes outspoken during the operation, and Noodles rapes her. Later, the men meet Joe to exchange the diamonds for payment, but unknown to Noodles, Max has agreed to kill Joe at Frankie’s request. A shootout ensues. Max, Noodles, Patsy, and Cockeye escape unharmed, but Noodles challenges Max about his allegiances. Thirty-five years later, an aged Noodles watches a news program about the deaths of two men, both of whom had ties to Secretary of Commerce Christopher Bailey. James Conway O’Donnell, a union representative, is interviewed about events, and Noodles recalls dealing with “Jimmy” in the early 1930s: When corrupt police chief Vincent Aiello begins staffing factories with policemen during a labor strike, Max and the gang earn favor with the unions by coercing the chief into removing the force. Pleased with themselves, the gang spends time at Peggy’s brothel, and Max falls for Carol, who happens to be working there. Noodles continues to pursue Deborah. He attempts to win her affection by taking her on a lavish date, but she tells him that she is going to Hollywood to pursue her dreams. Noodles is speechless. Later, in the limousine, Deborah kisses him, causing Noodles to lose control and rape her. The next day, Deborah leaves for California. As the train departs the station, she sees Noodles on the platform, and quickly pulls the shade over the window. Following Deborah’s departure, tensions rise between Noodles and Max, who is irritated to see his friend pining for a woman. The gang continues to provide muscle for Jimmy O’Donnell and the unions, prompting one of Jimmy’s business associates to encourage them to get out of bootlegging and into politics. Uninterested, Noodles declares he is taking a vacation to Florida. Max and Carol join him, but their holiday is cut short by news that Prohibition will soon end. To ensure their fortunes, Max proposes robbing the Federal Reserve Bank. Noodles thinks the idea is crazy, and Carol agrees. She convinces Noodles to alert the police to Max’s plan. A few weeks later, at a party celebrating the end of Prohibition, Noodles informs his girl friend, Eve, that he will not be home that night, before slipping away to call police. Thirty-five years later, Noodles visits Carol in a retirement home managed by the Bailey Foundation. When she suggests that Max knew about Noodles’ betrayal on the night of the bank heist, Noodles, distracted, does not respond. He asks about a photograph on the wall, and Carol indicates it was taken when the facility opened. The woman in the center, a famous actress, was there on behalf of the Bailey Foundation. Noodles recognizes the woman as Deborah. The next day, Noodles finds Deborah in her dressing room after a theater performance. He presses her for information about Secretary Christopher Bailey, but she advises him to quit searching for answers. After guessing that Secretary Bailey is Deborah’s lover, Noodles turns to leave. By chance, he encounters her teenage son, David, who bears a striking resemblance to young Max Bercovicz. A few nights later, Noodles attends a party at Secretary Bailey’s grand estate on Long Island. There, his suspicions are confirmed. The man is Max. Noodles listens in disbelief as Max confesses that he turned on his friends and was working with police on the night of the bank heist. In exchange for a cut of the gang’s million dollars, the law enforcement agents agreed to fake Max’s death, allowing him to assume a new identity. Max knew that Noodles would be consumed with guilt over the incident. Handing Noodles a gun, Max invites his friend to shoot him and “even the score.” He points out that “Secretary Bailey” is a marked man, and his death will not draw much inquiry. Noodles refuses Max’s proposal and leaves. Max follows. A menacing black garbage truck drives by, blocking Max from view. The truck passes, but Max is nowhere to be seen. Bewildered, Noodles watches the truck’s taillights disappear into the darkness. Once more, he recalls that fateful night in 1933: In the opium den, Noodles takes a long drag on the pipe, reclines his head against the pillow, and smiles. +

Legend
Viewed by AFI
Partially Viewed
Offscreen Credit
Name Occurs Before Title
AFI Life Achievement Award

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The American Film Institute is grateful to Sir Paul Getty KBE and the Sir Paul Getty KBE Estate for their dedication to the art of the moving image and their support for the AFI Catalog of Feature Films and without whose support AFI would not have been able to achieve this historical landmark in this epic scholarly endeavor.