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A stratosphere-scraping citadel of cinema, nearly everything about Leone's last film - and greatest masterwork - speaks to the grand illusion of the American Dream.

Dom Nero. Jeffrey M. A tale of haunting introspection, unremitting power and potent symbolism. Nick Rogers. While Sergio Leone's "Once Upon a Time in America" is not quite the masterpiece that some make it out to be due to its excess, there are still plenty of things to recommend about it.

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Please click the link below to receive your verification email. Cancel Resend Email. Once Upon a Time in America Add Article. Once Upon a Time in America Critics Consensus 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.

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How did you buy your ticket? View All Photos Movie Info. In , the elderly David "Noodles" Aaronson Robert De Niro returns to New York, where he had a career in the criminal underground in the '20s and '30s.

Most of his old friends, like longtime partner Max James Woods , are long gone, yet he feels his past is unresolved. Told in flashbacks, the film follows Noodles from a tough kid in a Jewish slum in New York's Lower East Side, through his rise to bootlegger and then Mafia boss -- a journey marked by violence, betrayal and remorse.

Sergio Leone. Dec 12, Warner Brothers, Embassy International Pictures. James Woods Maximilian 'Max' Bercovicz. Elizabeth McGovern Deborah Gelly.

Tuesday Weld Carol. Burt Young Joe Minaldi. Joe Pesci Frankie Minaldi. William Forsythe Philip 'Cockeye' Stein. James Hayden Patrick 'Patsy' Goldberg.

Sergio Leone Director. Harry Grey Writer. Claudio Mancini Executive Producer. Ennio Morricone Original Music. Tonino Delli Colli Cinematographer.

Nino Baragli Film Editor. Zach Staenberg Film Editor. Cis Corman Casting. Joy Todd Casting. Carlo Simi Art Direction.

New on Netflix in August. New on Netflix in October. Definitive Robert De Niro Movies. January 4, Full Review…. May 5, Full Review….

April 12, Full Review…. October 17, Full Review…. September 29, Rating: 3. View All Critic Reviews Aug 28, A big film.

Jewish kids in the hardscrabble streets of the-early-twentieth-century New York grow to be Prohibition thugs, all played for nostalgic empathy.

The culture is secondary to the loyalty the boys feel That's the modus operandi of the tale. Well that There's a certain elegance combined with cruelty here, an air of decadence that's seductive and repulsive that make for an interesting time at the flickers.

Kevin M. W Super Reviewer. Jan 06, The lengthy running time is the movie's greatest asset. No amount of sex, violence or money can stop the inevitable decay of time and death for these characters.

Alec B Super Reviewer. Jul 20, Peter B Super Reviewer. Aug 27, Robinson : "The grotesque realism of this elderly gangster who, at the end of his life, couldn't stop himself using a repertoire of cinematic citations, of gestures and words seen and heard thousands of times on the big screen, stimulated my curiosity and amused me.

I was struck by the vanity of this attempt, and by the grandeur of its bankruptcy. This bar, which was Grey's recommendation, was situated near New York City's New Calvary Cemetery, just off Greenpoint Avenue, and was, as Leone described, "dark and sordid, with people sitting at little tables in the shadows having secret conversations in whispers.

Sergio Leone had several meetings with ex-gangster and author Harry Grey , so that he could re-create America as seen through Grey's eyes speakeasies, opium dens, and all.

The U. The film is largely based on gangster Harry Grey 's semi-autobiographic novel "The Hoods", but draws its inspiration from two other literary sources: Jack London 's novel "Martin Eden", about a man who becomes disillusioned with his world the book actually appears in the film ; and F.

Scott Fitzgerald 's novel "The Great Gatsby", about a man who becomes wealthy and powerful to become worthy of the woman he loves. Sergio Leone based the film's visual style on the paintings of artists Reginald Marsh, Edward Hopper, and Norman Rockwell and Edgar Degas for Deborah's dancing scenes and the photographs of Jacob Riis for the sequences.

Though not mentioned in the film, David "Noodles" Aaronson's prison sentence is twelve to thirteen years. This can be worked out when Deborah upon meeting him at the bar shortly after he is released says she counted down from 4, days until she could see him again.

When producer Alberto Grimaldi read the script, he wrote a long letter to Sergio Leone listing what he felt were the crucial flaws: the film was too long it would have run for five hours, and the American distributors would cut it down to two ; and David "Noodles" Aaronson was too negative for the American public as Grimaldi put it, "he rapes a woman and kills people without reason!

Grimaldi demanded that either the script be redone, or he would not produce it. In June , prior to the start of filming, Sergio Leone tried to contact Harry Grey to tell him the good news of his story being made into a film.

Grey's wife told Leone that her husband had died a few years earlier. He cast her in her first starring role in Phenomena Filming went on from June 14, to April 22, The phone rings a total of twenty-four times near the beginning of the movie.

Clint Eastwood reportedly turned down the role of Jimmy O'Donnell. Ennio Morricone had originally composed "Deborah's Theme" in the s for another film, but it was rejected.

Morricone presented the piece to Sergio Leone for use in the film, but Leone was initially reluctant to use it, since he considered it very similar to Morricone's main theme for Once Upon a Time in the West From to , Sergio Leone divided his time between interviewing more than three thousand actors and actresses for over one hundred ten speaking roles of those, five hundred auditions were videotaped , scouting locations, and supervising the pruning and reshaping of the script.

According to one of the screenwriters, Sergio Leone did thirty-five takes of a large and expensive crowd scene, only to insist on one more, because he noticed a kid in the crowd looking directly at the camera.

The exteriors in the scene where the adult David "Noodles" Aaronson visits the mausoleum, containing the bodies of his three friends, was filmed at Woodlawn Cemetery in The Bronx.

The mausoleum was actually that of John "Bet a Million" Gates, a founder of Texaco, and the man credited with popularizing barbed wire.

The original script of the film was completed in October , and was pages long. The book claimed to be "an autobiographical account" of the life of a Jewish gangster in New York City's Lower East Side, and written by Grey while he was incarcerated in Sing Sing prison.

Leone was very taken with the book, and it served as his major inspiration in making a gangster film that would capture the spirit of America.

John Belushi was offered the role of Max, but he died before auditions began. During filming, Sergio Leone hailed Robert De Niro as a much better actor than Clint Eastwood , whom Leone had frequently directed and of whom Leone had been jealous, as at that time, Eastwood was getting more directorial acclaim than he was.

However, afterwards, Leone made his peace with Eastwood and retracted these statements. However, while Cagney and Dreyfuss were flattered by the proposition, Cagney had trembling hands, and Dreyfuss did not feel it was the right moment for him to take on the part of Max.

The "Song of Songs", as read in the Jewish Bible, is heard twice in the film. The first time, Deborah catches David "Noodles" Aaronson spying on her and recites it to him; and the second time, David "Noodles" Aaronson recites it to Deborah while they are on the beach.

Notably, the characters are narrating it according to their own understanding of the Song, so neither version is quite accurate. It reportedly took many years for Sergio Leone to secure the rights to Harry Grey 's book "The Hoods", on which this film was based, because another producer, Dan Curtis , held the rights, and wasn't willing to give them up.

So in , Leone turned to producer Alberto Grimaldi , who persuaded Curtis to give up the rights in exchange for Grimaldi financing Burnt Offerings , a replacement movie starring Oliver Reed and Bette Davis.

The bar in which the five young members of the gang debate whether to take the dollar the bartender offers them for burning the newsstand, or roll the drunk, is McSorley's Alehouse on 15 E.

Mark's Square. It opened in , and is the oldest continually operating bar in the United States.

The building, from which the boys exit, is not, however, the exterior of McSorley's. Elizabeth McGovern personally felt there was little to work with in the part of Deborah.

Tonino Delli Colli shot some tests in the 2. Sergio Leone determined that too many of the new multiplexes, which were replacing the full size movie theaters at that time, could not show the format in its full width.

This was the only time he shot one of his films in the matted spherical widescreen format of 1. It is James Woods ' opinion that this film was Sergio Leone 's finest work.

The opera symphony "Amapola", can be heard on several occasions in the film: Deborah dances to a jazzy version on the gramophone, Fat Moe's band plays the tune also jazzed-up in the speakeasy, and a strings version is heard during David "Noodles" Aaronson's date with Deborah.

The only word that Leone ever used in English was "Goodbye". During this time, he declared that part of the story would be set in Canada, with an important role prepared for Robert Charlebois.

Sergio Leone intended that the film be a tribute to early gangster films: Noodles's visit to his childhood house is similar to Dead End Noodles's nostalgia for the days of his youth was taken from High Sierra As in Angels with Dirty Faces , two boyhood chums grow up to be very different, and one of them visits their childhood hangouts, and remembers the old days.

The changing times bring a new era of unions and politics, similar to Bullets or Ballots The gangster Max who gradually turns paranoid comes from White Heat The suitcase at the train station pays homage to Cry of the City and The Killing The inscription "Your men will fall by the sword" was taken from Little Caesar The Chinese theatre scenes are a tribute to The Lady from Shanghai Actor Paul Herman on Sergio Leone : He said he'd give me a part without having to read, but I insisted on reading for it.

I got the part of Monkey, a bar owner. All the interiors were shot in Rome, except for my scene. That was done at McSorley's bar on East 7th Street.

Everyone else got round trip tickets to Italy. I paid cab fare back and forth to East 7th Street. To prepare a draft of the script, screenwriter Norman Mailer barricaded himself in a Rome hotel with whiskey bottles, boxes of Cuban cigars, and a typewriter for three weeks.

Mailer then had a meeting with Harry Grey to appropriately complete the draft, but Sergio Leone did not find it acceptable.

Sergio Leone was originally going to film Harry Grey 's autobiographical novel "The Hoods" in a normal linear narrative manner, but in the s, he began to expand the story into an epic semi-surreal tale, with a succession of screenwriters, including Norman Mailer and Stuart Kaminsky.

Screenwriter Stuart Kaminsky was brought in, as he was Jewish, and had written many s mystery tales, and so could realistically tie the film to the Jewish culture, and still maintain the mystery surrounding David "Noodles" Aaronson's life.

Kaminsky was also an admirer of Sergio Leone , and his work. According to Sergio Leone , over two hundred actors auditioned for the part of Max.

This sums up David "Noodles" Aaronson and Deborah's relationship: David "Noodles" Aaronson is enchanted and frustrated by Deborah, as she leads him on, and turns him down; and it is not until the play's conclusion, that she reveals her true feelings for him.

In the original script, Deborah Gelly was fifteen years old, but Elizabeth McGovern was twenty years old when shooting began, twenty-one years old when it ended, and twenty-two years old when the movie premiered.

The original script had Bailey as a Senator, but that was too high a profile for the purposes of the plot. Director Sergio Leone was noted for his dynamic use of the 2.

This film was his only film not shot in the 2. It's reported that part of the coffee scene was invented by Robert De Niro as an homage to Sergio Leone.

According to an interview with Stuart Kaminsky on the Special Edition DVD, the outline that was given to him was around two hundred pages. Kaminsky was asked by Sergio Leone to fill in the dialogue in the two hundred-page outline.

Kaminsky came back with a draft that was four hundred pages long, and Leone read all four hundred pages of the draft in front of Kaminsky as soon as it was given to him.

Jodie Foster and Daryl Hannah turned down the role of Deborah. Hannah specifically did Splash instead of this film. In the Chinese theater and opium den sequence, the puppet show was performed by Indonesian traditional arts called Wayang Kulit, not Chinese puppeteers.

This was James Hayden 's final film. The other is The Deer Hunter It took six writers, including director Sergio Leone , to adapt Harry Grey 's novel for this film.

In their childhood, the boys deal with hoods named Bugsy and Al Capuano. Brooke Shields was offered the role of Deborah Gelly in a conversation with Sergio Leone , but after a writers' strike, Shields didn't reach a financial agreement.

During a segment of the production shoot in Rome, some cast members got quite drunk on Sambuca one night and were seated around a table trying to imagine where they would each be in the future.

Sergio Leone was contracted to deliver a film that would run for two hours and forty-five minutes. His final cut was nearly four hours long. The American distributors reacted by excising an hour and twenty-five minutes from the running time though Leone's intended cut was seen in its entirety in Europe.

Police Chief Aiello is played by an actor with the same last name, Danny Aiello. According to Sergio Donati , from to , all Sergio Leone had for the film was an opening scene: the corpse of an old gangster falls into the Hudson River and sinks to the bottom, where an underwater neighborhood of bodies is revealed.

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