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From Outlaws to Gangsters: Sergio Leone’s ‘Once Upon a Time in America’

Many films have explored the mythology of gangsters, (often Italian) from Goodfellas to The Godfather but there is none so epic as Sergio Leone’s Once Upon a Time in America. Epic in scope and in length- one version is three hours long, another four. The film is Leone’s homage to the gangster films as Leone’s Once Upon a Time in the West is a homage to westerns.

The saga of the film is a large one, spanning over decades. Told through a dream-like non-linear storyline, the story shifts from the 1920s, 1930s, and 1968. In the 20s, we follow Noodles and Max and their young friends running amok on the streets of New York in the corrupt Jewish ghettos. Their preadolescence filled with nefarious gang members, petty crimes, and prostitutes. The young boys join together to form a gang.

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In the 1930s, Noodles has returned from jail after committing murder to avenge a friend. He returns to find his childhood gang has risen up the ranks, becoming leaders of the streets. Noodles joins them, but eventually they get in too deep of trouble and he rats his friends out to the police. He hides out in an opium den from hitmen and then flees to Buffalo. In 1968 he returns upon receiving a mysterious letter after being in hiding for 35 years.

Leone delivers the story in an almost operatic style, slow and steady. Some shots linger on for far longer than the plot demands. Like the awkward silence when Noodles stirs his coffee at a meeting for what seems like an endless amount of time. But it is effective at creating tension between the characters. There are slow crane shots of New York’s lower east side, (a magnificently constructed set) that seems both majestic and filthy at the same time. Which is how the whole film plays out, it is both beautiful and ugly.


Spanning over centuries, the film explores the history and texture of American life. It shows how organized crime and the government have interacted throughout history. One character rising from gang leader to politician, the hunted turning into the face of America.

Leone brilliantly articulates the changes in America through this scene, as the score and images seamlessly blend from the past and present with the score fading into the tune of The Beatles’ ‘Yesterday’. We see the very same bus station Noodles left from all those years ago.

The slowness of the shots and pace of the story can make the film seem dry and a waste of time to some, and also the portrayal of the characters. The characters in Once Upon a Time in America are not moral in any way shape or form. Leone doesn’t try to make them be moral, or achieve morality in the end. Noodles is the lead character, and he certainly not a hero, but not quite an anti-hero. We never delve into Noodle’s psyche, we just examine him. It’s hard to relate to Noodles, and quite frankly even harder to like him.Yet, we still want to follow his journey.

The character of Noodles is presented with a dual sentimentality and cruelty. It is a story of a man at war with himself. He is a criminal, a ruthless savage with an animalistic sexuality (as shown through multiple raping scenes). But at the same time he is also sensitive, romantic, down-to-earth, and honorable. These two halves are perhaps what makes him so interesting to study.

Look at the imagery of these two scenes, Noodles’ POV as he watches Deborah (friend and object of his affection) dance ballet in a romantic hue. Then we have Noodles in the bank, sadistically raping the secretary.  All of this from the same character.


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This duality of Noodles is never so finely expressed as in one of the most famous sequences of the film, at Deborah and Noodle’s romantic dinner date. He takes her to a magnificent seaside restaurant, they have the whole place to themselves, she can pick any table she wants. The imagery is gorgeous, picturesque 1920s glamour. He expresses his love by quoting a beautiful passage from Song of Solomon “”How beautiful are your feet in sandals, O prince’s daughter! The curves of your hips are like jewels, the work of the hands of an artist.”


In the car after their date, she reveals he is leaving to pursue her acting career. Deborah is the one pure thing in his life, the one thing he loves. And then in he ruins it all the next minute, where he viciously rapes her. It is hard to watch, atrocious in its nature and the way it is shot. The scene is also sad because Noodles is ruining all that was pure and wonderful in their relationship. His cruelty undermining the romance he is capable of.


Rape and sexual assault is the norm for Noodles, and of that time period, demonstrated in his scenes as a child where he freely gropes a woman’s breasts in the washroom. As well as the secretary in the bank, and several others. He figures it will be acceptable with Deborah to take what he wants, as it has been with other women.

Noodles is brilliantly portrayed by De Niro. It is a quiet performance with a calm depression and weariness. It shows the power of acting with your eyes, how much talent that takes to captivate the audience and show a character’s essence only through your looks. For as unlikable as Noodles can be, De Niro’s performance is what makes you interested in Noodle’s story.

Once Upon a Time in America adds something more to the gangster drama by having an ending that is open to interpretation. The film ends with Noodles smiling in the opium den, leaving many to wonder if the 1968 scenes were all a dream? In the 1968 sequence, without giving too much away, Noodles reconciles with someone in a way that may seem far-fetched. The film ends with a freeze frame of Noodles smile. Was it all just an opium dream? Was this all just redemption of his own making? Or does the ending, although it occurs more than thirty years in the past, reflect the contentment he will feel at the end of his story in the 1960s? Leone confirmed hat the viewing of the 60s sequence can be read as an opium dream. It’s up to you, and either interpretation works.



If you like gangster movies, give Once Upon a Time in America a chance. Even though it’s nearly a four hour film that doesn’t really examine any characters, it still manages to keep you entertained and wanting to see what happens next. That is due to the power of Leone’s images and the scope of the film. It’s not as flashy or stimulating as other gangster films, but it offers a lot to the genre. In Once Upon a Time in America, Leone shows that America was just as brutal a place in the 1930s as it was in the Old West.

About The Author
Caroline Madden
Caroline Madden
Caroline has a BFA in Acting from Shenandoah Conservatory, and is currently getting an MA in Cinema Studies at Savannah College of Art and Design. She served as the Entertainment Editor and writer for her college newspaper, The 'Doah. She currently also writes at Screenqueens, Bitch Flicks, and her blog. (check out the link below!) You can usually find her listening to Bruce Springsteen or watching movies.

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