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DVD SAVANT

Once Upon a Time in America
Two-disc Special Edition


Once Upon a Time in America
Warners Home Entertainment
1984 / color / 1:78 anamorphic 16:9 / 229 139, 228, 237 min. / C'era una volta in America / Street Date June 10, 2003 / 26.99
Starring Robert De Niro, James Woods, Elizabeth McGovern, Treat Williams, Tuesday Weld, Joe Pesci, Burt Young, Danny Aiello, William Forsythe, James Hayden, Darlanne Fluegel, Larry Rapp, Dutch Miller, Robert Harper, Richard Bright, Gerard Murphy, Amy Ryder, James Russo, Jennifer Connelly
Cinematography Tonino Delli Colli
Art Direction Carlo Simi
Film Editor Nino Baragli
Original Music Ennio Morricone
Written by Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco Ferrini, Sergio Leone, Stuart Kaminsky from a novel by Harry Grey
Produced by Claudio Mancini, Arnon Milchan
Directed by Sergio Leone

Reviewed by Glenn Erickson

In 1984, a well-connected assistant director friend got me into a Ladd Co. screening of the new Sergio Leone film, the infamous Burbank screening. At the time, I didn't know that Leone was still directing. Since the film was going to be cut, it was the last opportunity to see the long version. Before the film, an editor got up and said that this was not the original, but a first try at a cutdown - two and a half hours long.

The film barely made sense, and I didn't enjoy it much for other reasons, too. I haven't seen Once Upon a Time in America since then, but its reputation has grown so much that the new uncut DVD was hotly awaited.

In this 'director's cut international version', Leone's saga about Jewish gangsters in New York is long, luxurious and nowhere near as confusing as I had been led to believe. It's a beautiful production, with an expressive Ennio Morricone score. Is it a good movie? That's a tougher question to answer.

Synopsis (spoilers):

On the streets of New York, a gang of Jewish thugs grows up learning the crooked ways of crime. David 'Noodles' Aaronson (as an adult Robert De Niro) is infatuated by Deborah Gelly (as an adult Elizabeth McGovern, as a child Jennifer Connelly), the sister of Fat Moe Gelly (Larry Rapp). Noodles forms a bond with street sharpie Max Bercovicz (as an adult James Woods). They run a gang that keeps a communal stash of earnings in a subway locker. Noodles goes to prison for years after murdering rival hood Bugsy (Joe Russo), but Max saves a place for him in the gang's bootlegging and prostitution racket, run by childhood floozie Peggy (Amy Ryder). Max and Noodles are very careful about what outside commitments they make. They pull off an out of town diamond robbery, where Noodles rapes Carol, the 'inside' woman (Tuesday Weld). Max murders a bunch of mobsters on the orders of big wheel Frankie Minaldi (Joe Pesci) but Noodles talks him out of joining up with him. Noodles also makes a lavish proposal of marriage to the now-grown Deborah, with unpleasant results. But the repeal of Prohibition, and Noodles' disdain for involving the gang in the Union affairs of James Conway O'Donnell (Treat Williams) causes Max to get serious about a terribly risky bank job. Both Noodles and Carol consider turning Max in to the cops, just to keep them all from getting killed.

Sergio Leone only directed seven features, and produced a couple more; his last four films all began with lengths pushing three hours, in a climate of exhibition that didn't encourage lengthy masterpieces. The Good, The Bad and The Ugly, Once Upon a Time in the West and Duck You Sucker were all quietly chopped down after their premieres. American distributors had never had much use for four-hour films, especially from a guy who hadn't had a hit since Clint Eastwood came home from Italy.

Once Upon a Time in America took almost a decade to get made, for all kinds of reasons. It took so long, one of its contributors swiped a possible opening sequence for use in the movie 99 & 44/100 % Dead in 1974. Another opening idea using Indonesian shadow puppets, was discarded when a similar title sequence showed up in The Year of Living Dangerously. Getting a major release in the post- Heaven's Gate world meant that the press had a new interest in gossip about big, expensive movies. In 1984, when the media weren't dissecting Coppola's The Cotton Club, they were reporting how this bloated American gangster movie, made by an Italian, was in trouble.

One thing that can be said about the uncut Once Upon a Time in America is that it isn't boring. The studio recreations are magnificent, and blend well with scenes shot in Manhattan, New Jersey, Brooklyn, Canada, and Venice, Italy. Ennio Morricone's music is beautiful. The story, which covers periods in the 20s and 30s as recalled from 1968, uses a pop tune (Amapola, Night and Day, Yesterday) to characterize each. After a very confusing opening, the jumbled time structure straightens itself out, and the plot becomes easy to follow. The basic theme of the film, loyalty and betrayal among men who grew up together, is classic Gangster stuff. Teenagers meet on the streets, bluff and con their way as petty hoods, and graduate to the big time by becoming bootleggers and procurers during Prohibition. When the era of speakeasies is over, they fall apart in a mess of murders, deceptions and mystery.

Twelve years before, The Godfather had rewritten the rules of a genre that had devolved into action and caper pictures. Leone's picture is longer, but the scope of its story is less sweeping and limited. A lot of the film takes place inside the head of Noodles Aaronson. Leone's operatic style thinks nothing of slowing down to a snail's pace for minutes at a time as Robert De Niro investigates rooms, or smokes opium.

It's certainly an elegant style, but it puts a big strain on the story. Once Upon a Time in the West got away with its Kabuki-Opera slowness by leaning heavily on mythical genre nostalgia, as if the battle between Henry Fonda and Charles Bronson were an eternal struggle fought by Gods somewhere in the clouds of Western Legend. The Gangster genre doesn't adapt as well to the same stylistic ideas. Gangster tales were always efficient, shorthand sagas of the American success story, fought by shallow, shortsighted men who made their own rules and usually ended up bleeding in the gutter. The tension and thrills came just by watching electrically charged guys like James Cagney, who did terrible things and broke all the rules. We liked seeing his bloody rise, and didn't feel too bad when he fell.

Once Upon a Time in America makes literal all the material un-shown in earlier films. The gangsters don't have molls, they have whores, and they're vulgar and abusive with them. They grow up in rotten slums where they learn rotten lessons. There are no kindly Pat O'Brien priests around, and nobody worries what Ma will think. Their honor extends only to their very closest friends, and their reckless behavior is less cute than it is repulsive. Switching the babies in the maternity ward is a funny but basically rotten prank. These guys think anything less than outright murder can be called goodwill. It's all credible, yes, but it's not conducive to our becoming sympathetic to them.

At least half of Once Upon a Time in America is devoted to the interior life of Noodles Aaronson. He broods and reminisces across several decades. He has sentimental thoughts about his good buddies, and regrets the loss of his best friend, Max. But the 1968 dreamer doesn't have much of a connection with the utterly depraved animal of the gangland era. Aaronson's rape of Tuesday Weld during a robbery is probably an accurate rendering of real piratical Gangster behavior. Ditto the appalling, graphic rape of Elizabeth McGovern, by which Noodles asserts his essential selfish rage, and slams the door on the possibility of a life based on anything but money and brutality.

All this nastiness is probably accurate and very appropriate, but it doesn't jibe with the sentimental guy that Leone works so hard for us to connect with. Thirty-five years later, Noodles re-meets the woman he's abused and there's polite talk on both sides, as if the parting in the past had been over a difference of opinion, not a brutal rape. Once Upon a Time in America adds a nostalgic dimension to the gangster genre that doesn't work. Gangsters have violent lives and burn out early. If they survive, it's in total isolation from the rest of humanity.

The device of reducing De Niro to an Opium-soaked time-tripper, blending a ringing phone across decades of memories and flattening his personality into a hazy smile, doesn't compensate for the disconnect on the character/genre level. Reviewers who give up on putting together the puzzle of his personality sometimes theorize that much of the story is a dope dream conjured on the doss-house bed. Which is the same as saying the film is about nothing, and it's definitely not. This grandiose and impressive film is too intellectually aware, too convinced of its own significance. It lacks the genre resonance that Leone brought to his Westerns.

Individual scenes in Once Upon a Time in America are breathtakingly beautiful. The sparse action is exciting, with a keen use of slow motion. The period details are fascinating, and De Niro's big date with McGovern is a 30s dream out of F. Scott Fitzgerald. Is the gentle Gatsby supposed to have a background as sordid and violent as this?

The characters are surprisingly easy to keep straight, even when De Niro's girlfriend Eve (Darlanne Fleugel of To Live and Die in LA) dies in the first scene and doesn't reappear for over two hours. De Niro and Woods make good sparks together. The teenage replacement cast does reasonably well for the earlier scenes. Young Jennifer Connelly transforms into the pert but less magical Elizabeth McGovern (Ordinary People, Ragtime). Tuesday Weld is perhaps the best actor in the movie, making us believe she's a debauched sensation-seeker who'd help in a diamond robbery, become a weekend prostitute, survive the abuse of James Woods and still live to a ripe old age. By comparison, De Niro stays a mostly blank slate throughout the film, bursting forth in a couple of good moments. When he tells Woods that he doesn't like working for hoods who will eventually ask one of them to kill the other, he's great. And the shallow-but-murderous pout he takes on just before savaging McGovern is the key to the essential infantilism of the gangster - it's a match for the baby-faced pout on Alan Ladd's face, just before he runs amok in This Gun for Hire. Gangsters are dangerous brats that don't like No for an answer.

The rest of the varied cast is used for effective coloration. Here's where Leone's economy works: we just have to see Joe Pesci, Danny Aiello, William Forsythe or Richard Bright, and we know what kind of guy we're dealing with.

Perhaps the most awkward part of the film is the old age makeup. De Niro's works reasonably well, but Woods comes across as partially mummified. Tuesday Weld's wrinkles are acceptable, but Elizabeth McGovern will probably still look 18 when she's sixty. Introducing her in 1968 under a layer of greasepaint, revealing wrinkles as she takes it off, is a good idea that doesn't work. Her hairstyle and lack of close-ups in the next scene helps.

Watching the make-ups change on the actors becomes an activity unto itself. Leone once used flashbacks brilliantly, to add gravity to his genre characters in Once Upon a Time in the West and Duck You Sucker, often without a hint of expository dialogue. The time structure here is the movie, and it's just too obtrusive. There is probably a point (3 viewings, 5?) where the film might click, and become a perceived masterpiece. I don't think I have that much patience.

Once Upon a Time in America is a strange mix of the beautiful, the earthy, and the repellent, an uneasy mix of an Italian director's imagination with the American gangster genre. But it's a one-of-a-kind sprawling epic of artsy and commercial ideas, that's difficult to discount.


Warners' DVD of Once Upon a Time in America has been a long time a-comin'. Leone Fan sites have been debating the various versions of the movie available on video for years, and books by Christopher Frayling and Ernesto di Fornari told the amazing decade-long tale of the film's gestation.

The video and audio are ravishing, enhanced in 16:9 widescreen (Leone finally backed off from 'Scope, because early unletterboxed videos turned his movies into mush) and the audio remastered in 5.1 Dolby Digital. Ennio Morricone's wonderful score could easily have won an Oscar, if the producers had just entered it in competition.

There's a feature length commentary by Richard Shickel - I hope he didn't have to talk uninterrupted for 4+ hours; a docu excerpt on the film from Once Upon a Time: Sergio Leone, an overproduced photo scrapbook, and a trailer. Something called 'Leone Film Highlights' appears on the back text, but I didn't find a corresponding extra in the menu. The Two-Disc special edition is very nicely appointed with golden-hued photos over black.

Most importantly, it's the full 229-minute Cannes cut that Leone approved. The list of 59 chapters has just a few asterisk'ed to indicate that they have 'footage not seen in the 1984 North American release'. I guess this indicates that the Cannes cut is a bit longer than even the limited full-length 2nd American release.


On a scale of Excellent, Good, Fair, and Poor,
Once Upon a Time in America rates:
Movie: Very Good/Excellent - (?)
Video: Excellent
Sound: Excellent
Supplements: Commentary, docu excerpt, photos, trailer.
Packaging: Keep case
Reviewed: June, 2003




DVD Savant Text © Copyright 2007 Glenn Erickson

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