Once Upon a Time in America was the last film directed by Sergio Leone and his most significant achievement. This epic drama tells the story of young gangsters in New York at the turn of the 20th century.
It pushed the boundaries of cinematic expression in many ways, and it’s still amazing today. It is worth noting that he even turned down an offer to direct The Godfather in order to prepare for this masterpiece, so that he could focus on his understanding of American gangster society.
After the success of the “Bodyguard” trilogy, director Leone’s vision has expanded to the social level. His subsequent and final three films, Once Upon a Time in the West, Once Upon a Revolution, and Once Upon a Time in America, sometimes referred to as his “Once Upon a Time” trilogy, all contain perspectives on important social dynamics affecting modern society.
Once Upon a Time in America tells the story of three main characters on the Lower East Side of Manhattan in New York City, spanning nearly 50 years in three widely separated time segments. While there is a lot of drama and violence in the story, the theme is about the nature of these characters and how they affect each other.
Noodle is a gangster who is the focus of the story. He can be violent, even murderous, when provoked, but he also has a sensitive side. Although he wants to be rich, his first values are friendship and loyalty.
Max is also a gangster and Noodle’s main partner. He also values friendship, but his ambition trumps all else, and he’s more calculating and devious than Noodle.
Deborah is Noodle’s beautiful young neighbor who dreams of becoming a dancer and actress. She is the object of Noodle’s courtship, and she also likes him, but hates what he does.
The story is divided into nine segments that unfold in a non-linear, interwoven manner. The three separate time periods shown, presumably 1921, 1933, and 1968, are interwoven rather than shown in chronological order, and the context of some flashback scenes is only gradually understood as the viewer pieces together the details of the information presented over time. Then I will introduce the film according to the time segments.
1934. Aftermath of the shootout
The film begins with a young woman named Eve, who turns out to be Noodle’s girlfriend, being killed in her apartment by gangsters looking for Noodles. In order to find out where he is, they also brutally beat up a restaurant owner and Noodle’s friend, “Fatmo”.
At the moment, noodles are in an opium den, which is a shadow play theater in Chinatown. In a haze of opiates, Noodle recalls an earlier phone call he made to the police that resulted in the shooting of his partner, whose names were Max, Squinty, and Patsy.
Noodle awakens from his confusion and escapes the opium den. He finds Fatmo, and after killing a still-lurking killer, he takes from Fatmo a key to a train station locker that contains a suitcase.
When he opened the suitcase, he was shocked to find it full of newspapers. But he felt the need to leave and go incognito, so he bought a one-way ticket to Buffalo, New York.
In 1968, Noodles returned to New York
In 1968, an aged noodle was seen at the same train station, so we can guess that the earlier set of footage is a flashback memory of noodles. Noodle visits Fatmo because he suspects that Fatmo stole the loot from the box from 35 years ago.
But he soon found that fat Mo was worse off than then, and they exchanged pleasantries. When asked what he’s been up to for the past 35 years, Noodle simply says he “goes to bed early.” “We don’t know anything about that noodle life.
Noodle says he recently received a mysterious letter saying he had been found, and returned to New York in order to figure out what that meant. Then he looked at the storeroom behind Fatmo’s restaurant and fell into a reverie about the past.
Teenage noodles, 1921
The next hour of the movie follows Noodle’s life when he was 15 or 16 years old. Noodle leads a gang of street thugs made up of him and three others: Patsy, Squinty Eye, and Dominic, who spend their time stealing money from drunks, among other things.
At one point, they meet Max, who looks several years older than Noodle. Although Max and Noodle are rivals at first, they soon become brothers.
Noodle is very fond of Fatmo’s sister Deborah, who spends her time practicing dancing. Even though in her eyes he was just an ordinary street punk who didn’t get her respect. But she also loved noodles, and they even kissed together.
However, Max interrupts them, and as Noodles and Max walk out of the restaurant, the two of them are confronted by another gang, led by the gangster boss, who will beat them to a pulp. However, when Noodle, covered in blood, tries to return to the restaurant, Deborah refuses to let him in.
Then, with Max’s active participation, their small group becomes more and more successful in their criminal activities and makes a lot of money. So they put them in a suitcase in a train station locker.
Noodles in a cemetery, 1968
The film cuts to 1968, when Noodle visits an upscale cemetery with an elaborate mausoleum dedicated to his brothers. Noodle sees a key hanging on the wall inside, and he guesses correctly that the key can be used to open an old train station locker filled with the gang’s loot.
When he went there to open the suitcase, this time he found it full of cash, along with a cryptic message indicating it was an advance payment. So Noodle thinks he was framed for a purpose, but by whom and for what purpose?
In 1933, Noodle rejoined the gang
The movie is set a short time before the first act, probably 1933. Noodle is released after killing Bulger, and Max greets him with a prostitute.
Max, now a successful gangster during Prohibition in the United States, runs a speakeasy with Squint and Patsy. There, Noodle meets Deborah, the girl he has been longing for for 12 years, who is now all grown up and glamorous. Noodle tries to test the woman of his dreams, but she won’t say that she misses him while he’s locked up.
Max and the Noodles go on a diamond robbery, and when they successfully return to an abandoned pier to exchange the diamonds for a reward, they kill each other.
Noodle is shocked and upset by the deception, but Max explains that it was all part of the plan. Noodles are disappointed that their one-time loyalty is being replaced by a corporate bandit mentality that undermines trust.
This is where the film begins to allude to the rise of the “syndicate,” which began to appear in the United States around this time. Syndicate is a criminal syndicate that has spread widely from the illegal sale of alcohol to American business and politics, including labor unions.
1968, Noodle memories
In 1968, Old Noodle is watching television and notices that the politician appearing on the screen is former union leader Jimmy, whom he has known since 1933.
In 1933, in collusion with the syndicate
The 1933 story continues as Max’s gang is now involved in protecting a union led by Jimmy from corporate thugs. However, Noodle is moving away from all this, and he wants to confess his love to Deborah. He rented a luxury beach resort and took Deborah there for a fancy dinner.
But Deborah refuses to give up on her dream of becoming a star and tells Noodle that she is leaving for Hollywood the next day. When the noodles were refused, he violently raped her on the car ride home. This frustration driven bestiality ended their relationship once and for all, and he quietly watched her leave on the train the next day.
Noodles return to the speakeasy and Max expresses his displeasure at Noodles’ recent concern for Deborah and neglect of their actions. However, with Deborah gone, Noodle returns to the gang.
With the legal end of prohibition in the United States, Max is always on the lookout for new, ambitious criminal operations, and now he has a plan for the gang to rob New York’s heavily guarded Federal Savings Bank.
Noodle and Max’s girlfriend both know it’s suicidal, but they can’t dissuade Max. Noodle is determined to save Max’s life and is ready to tell the police so that they can be arrested and jailed and avoid being killed in a shootout.
Later, at a rave party, Noodle walks into the office and tries to call the police. But then Max walked in and knocked him out with a gun. When he woke up, he got the news that all three of his brothers had been shot.
1968. Final encounter
The scene moves to 1968, and Noodle is still trying to figure out what the letter means. He finds the woman of his dreams, Deborah, who is now a famous stage actress. He was at the door of her dressing room and told her that he had received an invitation to a party from “Secretary Bailey”.
Bailey, a wealthy and prominent political figure, is under investigation. Deborah dissuades him from attending, telling him that everything we have in our lives is our memory, and that if he goes, he’ll never have those memories again. Upon hearing this, Noodle tells her that he has found out that she has been Bailey’s mistress for years.
Noodle still attends the party, but when he meets Bailey, he discovers that Bailey is actually Max! Max reveals that it was he who orchestrated the shootout that killed his buddies Squinty Eye and Patsy, faked his own death, stole the gang’s money, and Noodle’s dream girl Deborah, before reinventing himself and entering politics under a new name. And Noodle spent the rest of his life feeling guilty about it.
Now Bailey (Max) knows that he has sinned and is certain to die. The only honorable death for him would be to let the noodles kill him. Noodles, however, refused to do so or even admit the truth. He told Max:
“I had a friend many years ago, a very good friend, and I tipped off the police to save him, and he ended up getting killed, but that’s what he wanted, and it was a great friendship, and I’m still not happy after he died.”
Noodle walks out the back door to the street, where there’s a garbage truck, and looks back to see what looks like Max stepping out. But his view was blocked by the garbage truck that had begun to move. When the truck came by, the guy was gone, and Max jumped into the garbage truck and killed himself.
1933, the Opium Den
The final scene returns to Noodles smoking opium on a Chinese shadow play, just after the deadly shootout. He began to smoke opium, and at last he closed his eyes and smiled.
As with Leone’s earlier films, the expressionist decorations and atmospheres he creates in the film sets are convincing. To be sure, De Niro as Noodle can be very violent when provoked, but he also shows a more hesitant and introspective side in his interpersonal interactions. He was a more thoughtful man trying to find his way in a violent and chaotic world.
At a higher level, Leone takes into account the social perspective. In Once Upon a Time in America, there is a sign that crime is becoming corporatized and moving directly into the business sector of American society through syndicates.
Ironically, the repeal of Prohibition in 1933 triggered this shift, prompting underworld crime bosses to expand and organize into criminal machines. As presented in this film, this process of union weakens loyalty and brotherhood. Clearly, this criminal machine has changed American society in a negative way.
But the fundamental problem with Once Upon a Time in America is not just about social transformation. The basic idea is that we all understand the world around us, stories constructed through our experiences or stories we’ve heard about. Even our most basic sense of time is based on narrative. Most importantly, we understand ourselves through our descriptions of ourselves.
Deborah also emphasizes this point when she tells Noodle that what we really have are our memories (i.e. the stories we have about ourselves). She warns him that if he goes to visit Minister Bailey, his self-understanding (and therefore his ego) will be destroyed.
However, for Noodle, when he spent 12 years in prison, he spent another 35 years in Buffalo. It seemed to him that there was nothing bigger that he could not face.
While Noodle sometimes proves to be a killer and rapist, the film shows him struggling to hold on to his self based on personal relationships. He still adored Deborah and praised the star she had become. He also refuses to retaliate for killing Max, and to condemn them is to deny himself.
So, what does Noodle’s smile in the final scene mean?
One might say that everything that happened after the opium den was a drug-induced noodle dream. He unconsciously concocted the dream to assuage his guilt over the loss of his companion. Many people take this view, but I don’t think so.
I think this is the director Leone’s last satire on the status quo, his view of life as nothing more than a Chinatown shadow puppet show. With this parting “gesture,” Leone reminds his audience not to dwell on the past.
