Once Upon a Time in America (1984)

Sergio Leone | 4hr 11min

Somewhere deep in the crevices of a 1930s New York opium den, a telephone starts to ring. We know it is for one specific patron here clearly drugged out of his mind, but the question of who is calling and for what purpose becomes a mystery that nags us with each successive tone, infuriatingly drilling into our minds for three minutes. Rather than responding to it, the man lies motionless, and so as if to seek out the source of the call ourselves we dissolve from an oil lamp to a streetlight on a dark, rainy road, where police are cleaning up the aftermath of some unknown disaster that has left behind three casualties. Then all of a sudden, we find ourselves at a party celebrating the end of prohibition, and still that maddening tone refuses to let us forget the inevitable reality that lies on the other side of this dreamy haze.

Through this series of seemingly disjointed sequences, the cuts skip and fade until we finally arrive at a shot of phone owned by one Sergeant P. Halloran. The moment it is picked up, the ringing stops, only to be replaced with an electronic screech shaking the man we will come to know as Noodles from his opium-addled stupor. In this moment, the pieces of reality and hallucinations settle in position. The noise we might have assumed is coming from somewhere within this present setting is instead calling from the past, urging him to face up to the mistake that has ruined the lives of everyone he loves.

Our introduction to New York via a hidden opium inside a Chinese theatre, haze hanging in the air and the arrangement of bodies revealing a slovenliness within this generation of New Yorkers.

If the obscure, non-linear structure of Once Upon a Time in America’s prologue lulls us into the muddled mind of a gangster sifting through old regrets, then it stands to reason that the rest of this four-hour crime epic similar exists in such a state as well, leaping across three time periods in his life that indistinctly merge together under a single cloud of nostalgia and shame. Bit by bit, Sergio Leone pieces together the flashbacks we have already seen play out in the opening, though these are but miniscule drops in a fable that reaches across fifty years of New York’s history, from its days as an industrial melting pot in the 1910s to its period of economic and social decay in the 60s. There is something fascinating about such a seminal work on American mythology and identity being directed by an Italian, though of course Leone is no stranger to such themes. Instead of using Western shootouts and adventures across dusty deserts deciding which stories will form the foundation of a fledgling nation, here he skips several decades forward in time to study that same civilisation in the midst of its downfall, squandering the great promise it once held.

The Manhattan of the 1910s has rarely been shot with such fine detail and astonishing scope, defining it as an industrial city of steam, brick, and steel.

It is fitting then that Once Upon a Time in America is also Leone’s final, conclusive film, competing with his previous efforts in terms of scale and scope while delivering a far more tragic narrative than ever before. With it comes a main character as flawed as the corrupt environment that moulded him into a murderer and rapist, and yet who remains as vividly delineated at the age of 14 as he is at 64. The days of his youth living in an industrial New York built out of brick, mortar, and steel are rendered with a dusty, faintly sepia tint to them, like a photo album that has grown old with time. Crane shots lift us up above crowds of extras pouring down sidewalks and main streets, where horses draw carriages and steam pours from vents, imbuing these gorgeous establishing shots with a slightly mystical, hazy quality.

Leone had mastered the art of the long shot much earlier in his career, but the fact remains that those he displays in Once Upon a Time in America are among his best, filling the old-fashioned streets of New York with extras and raising crane shots far above their heads.

The hardwood décor and walls of Leone’s interiors are beautifully stained with dark maroon hues, warmly inviting us into their secure foundations, but it is ultimately the towering monstrosity that is the Manhattan Bridge which most singularly defines Noodles’ childhood and 1910s New York as a whole, wedged between the city’s tightly spaced, modernist architecture. In that narrow opening, the tiny figures of him and his small gang of young Jewish immigrants playfully prowl the streets, dwarfed by that colossal monument to American ingenuity that looms above them.

Interior, hardwood decor giving off a warmth in its brown hues. Wonderful work from production designer Giovanni Natalucci.
The Manhattan Bridge is the most thoroughly remarkable piece of architecture to appear in the film. The camera angle is always well chosen in framing it too – it is low enough to make it seem like a giant beast of steel, but high enough to dwarf the small gang of boys.

Ennio Morricone’s score penetrates here through the evocative melody of pan flutes played by Noodles’ friend Cockeye, penetrating the rest of the sound design with a breathy whistle that soon develops into a musical motif of their naïve youth. These days of yore see new alliances forged with peers, first-time sexual encounters unfold with local girls, and under-the-table dealings made with crooked police officers, but it all comes crashing to an end when the youngest of the group, Dominic, is shot by rival gangster Bugsy. Motivated by a vengeful rage, Noodles commits his first murder, thereby sentencing him to 12 years of prison.

The gang runs for their life in slow-motion, Morricone’s breathy pan flute playing over the top as all other sound drops out.
Again, shrinking the boys against a massive piece of architecture that dominates the frame, stretching out beyond its boundaries.

When Robert de Niro takes over the role upon Noodles’ release, it is evident that he still carries the emotional maturity of a child, acting impulsively on intense emotions and believing firmly in the tenets of masculine bonding that were instilled in him at a young age. At times it appears as if he is sleepwalking through life, with a disconnect between his sad, wistful mind and the violent actions it is watching his body carry out, leaving him in a cycle of endless destruction and subsequent self-sabotage. Such are the consequences of being deprived of the chance to develop healthy relationship boundaries in one’s formative years, that a persistent loneliness accompanies him through the rest of his life.

Perhaps if Noodles were not so willingly blind to the twisted ambitions of his friends, he may have been able to handle them earlier and more appropriately, and so too might he have been able to save his relationship with his childhood love, Deborah, developing their tender endearment into something more meaningful. Instead, when he is faced with the news that she is planning to leave New York for Hollywood, he brutally rapes her in an act of desperation. On every level, this scene is utterly gut-wrenching, marking the most viscerally uncomfortable scene of the film. Nevertheless, Leone sticks with it for several minutes, refusing to shy away from the violent abuse, and consequently signalling a major turning point for both characters. Given that Noodles views her as a symbolic representation of his innocence rather than a full person, the act becomes a frantic attempt to claim what he cannot have, thus making him actively liable for its incorrigible corruption.

Noodles turns on the romance and charm in this gorgeously designed scene, and yet his rotten impulses destroy everything he touches.

There is no redemption waiting at the end of this despicable, lonely figure’s life. In the 60s narrative thread, he returns to New York City upon learning that the Jewish cemetery where his friends are buried is being redeveloped. At the same time, mysteries swirl around the identity of one shady politician, Christopher Bailey, and ghosts from the past emerge in unexpected ways, calling back up painful memories. It is a challenging task on its own for de Niro to evoke any empathy at all for Noodles, but for him to play the role at different points in his life essentially calls for him to carry two distinct variations of his burden, with the older version coming off as a much more mournful figure, staring down his own mortality.

Strong form in Noodles revisiting the places of his youth – this gorgeous Coney Island mural replaced with a tribute to the “Big Apple” and a nod to the hippie movement of the 60s.

Matching this melancholy is Manhattan’s modern visage of shiny metal and bright lights, washed in a natural blue light by cinematographer Tonino Delli Colli, completely distancing it from the colourful warmth it possessed in Noodles’ childhood. Even here, Leone’s epic establishing shots never waver in their ambitious stature and composition, revealing a new era in the endless mythologising of America’s identity where the corruption of the past lives on, manifesting in the very fabric of the nation’s radically politicised culture.

Such a separation between each rendering of New York, with the 60s version sucking the warmth out of every shot.

With such an immense, sprawling narrative laid out over these four hours capturing the three most significant periods of one man’s lifelong downwards trajectory, Leone’s elegant editing proves to be a key factor in its non-linear progression. The influence of The Godfather: Part II evidently goes beyond Leone’s painstaking construction of 1910s New York or de Niro’s formidable screen presence, but the long dissolves bridging large stretches of time in Noodle’s life here similarly imbue his story with a ponderous weight. Oftentimes Leone uses the combination of two shots to create a new, fleeting one with its own implications, superimposing character close-ups over establishing shots of New York as if to conflate their identities.

Long dissolves are well-timed and composed, but this is remarkably the least of Leone’s accomplishment in editing in this film.

When we first leap back to Noodles’ childhood forty minutes in, Leone’s subtle manipulation of a point-of-view shot shows off an even finer display of visual dexterity, cutting from the older character’s eyes gazing through a peephole in a bathroom to the view on the other side – a young Deborah practicing ballet in a dusty storehouse among sacks of flour. With the transition, the musical theme of wavering female vocals we will come to associate with her is replaced by a laidback, old-timey saxophone, and then when we cut back to his eyes, they suddenly belong to a much younger face. In this moment, we find ourselves slipping into his memories as easily as we might recall our own in a rush of nostalgia – a feeling that Once Upon a Time in America consistently evokes all too well in its languid yet nimble editing.

Smoothly leaping back in time through a trick POV shot, while building out Noodles’ character as one caught up in waves of nostalgia.

It is easily the match cut which becomes Leone’s signature transition of choice in this film though, and which he implements with great acuity, introducing us to new scenes and time periods before we even realise that we have left the previous one. At their snappiest he lands them on sharp action beats, moving swiftly from a hand unexpectedly snatching a flying frisbee in the 60s to another hand suddenly grabbing Noodles’ suitcase in the 30s. Elsewhere, some of the more indirect edits are passed through connected ideas, such as a car driven off a pier in Noodles’ past leading into a news story about a bombed car in his future, suggestively motivating his own poignant recollections of past ventures with his gang. Perhaps the most emotionally loaded editing sequence though is the montage that arrives towards the end of the film, as when scenes of brotherly companionship from Noodle’s youth pass before his eyes, the full weight of this magnificent epic sets in with all its spectacular grandeur, and the shifts in Leone’s visuals reveal how far his life and the nation have slid.

Match cuts are abundant in Leone’s scene transitions. Truly one of the best edited films of the 1980s.

Then again, looking at the scene he chooses to end Once Upon a Time in America on, maybe very little has changed for Noodles. It is not the 60s narrative thread which brings it to a close, but rather the scene from the 30s that the film opened on – or more specifically, the lead-in to it, where he enters the hazy opium den to drown out the guilt of his tip-off to the police. In the fog of his high, forgetting is easy, and the hardships of life might as well never exist at all. That this is the closest he can get to reclaiming the untainted innocence of his childhood is truly tragic. As we sit on a close-up in the final shot, watching de Niro’s ashamed expression shift to numbness before breaking out in a wide, giddy smile, we can see the pain and memories leave his eyes. But it won’t be gone for long. Very soon, that telephone will be ringing in his mind, and the story of Once Upon a Time in America will keep haunting him like a sad, bitter legend, circling as a cautionary tale in hushed tones, and lingering for generations to come.

Returning to the place we started – the opium den, right before Noodles learns about his friends’ deaths. Paired with this astonishing form is a poignant final shot, with Noodles rejecting reality and disappearing into his opium high.

Once Upon a Time in America is currently streaming on Amazon Prime Video, Netflix, and Disney Plus, and is available to rent or buy on iTunes and YouTube.


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