The Plot:
In the 1920s, underage criminal David "Noodles" Aaronson (Robert DeNiro) and his Jewish pals Patrick "Patsy" Goldberg (James Hayden), Phillip "Cockeye" Stein (William Forsythe) work with street rat Little Dominic and local hood Bugsy (James Russo) to muscle the hardworking residents of Williamsburg, Brooklyn. They steal, con, and create havoc, all in the name of corruption and power. When they meet up with Max Bercovicz (James Woods), a new kid in the neighborhood, they get delusions of grandeur. They end up helping a local bootlegger, making Bugsy angry. Their eventual confrontation leads to tragedy...and a stint in prison for Noodles. After 12 years, he is released, and discovers that Max and the boys have embraced Prohibition in a big way. They are now a major league syndicate, running a speakeasy and doing odd jobs for other mob bosses. Time passes and Noodles tries to rekindle a childhood fascination with friend Fat Moe's dancer sister Deborah (Elizabeth McGovern). It is not meant to be. Eventually, Max decides to rob the Federal Reserve, a decision that makes his partner uneasy. A betrayal, and the passage of 35 years, will eventually tie up all the lingering loose ends within this complex crime "family".

The Blu-ray:
Once Upon a Time in America is not a perfect film. It is also not Sergio Leone's best work. It is a stunning, staggering vision of this country during the first part of the 20th Century, and a surreal, almost somnambulist take on the often kinetic gangster film. More than a decade in the decision making and even longer in the director's mental preproduction, it does look majestic. There is nary an important background piece out of place, the combination of real NYC locations and Cinecitta Studio mock-ups flawlessly recreating the eras ('20s, '30s, and '60s) and the atmosphere. Even the acting - for the most part - is impeccable, stand-outs like James Woods, Tuesday Weld, William Forsythe, and Robert DeNiro doing an expert job of capturing Leone's languid, simmering vibe. While the pace can be problematic for those raised in the hurry-hurry cinematic rat race of the last 20 years and Leone keeps his motives (including those for his characters) painfully close to the vest, this is still an amazing, epic achievement, a movie that epitomizes everything we lovers of the artform come to expect from celluloid.

So where, exactly, are the problems here? Where does Leone let himself and his audience down? Well, the first answer comes in the unexpectedly poor work of Elizabeth McGovern. Even with an Oscar nom under her belt for Ragtime (at the time), she is woefully miscast here. As the unrequited love of DeNiro's Noodles, Deborah is supposed to shimmer. She is a beacon away from his beat down life. Initially, a 12 year old Jennifer Connelly does the symbolizing, and she is far more effective. We can see the manipulation and the repressed passion even in such pretty, pre-teen eyes. McGovern, on the other hand, seems significantly overwhelmed by the performance company she's keeping (and she had just finished up a film with James Cagney), her main expression a combination of deer in the headlights fear and failing-to-register-anything ennui. She is not supposed to be ice cold toward Noodles, just conflicted. Instead, all we get are the shivers.

Something similar happens during the '20s material. The young Noodles, played by Scott Tiler, comes off as vacant and devoid of the nuance DeNiro will eventually bring to the role. Frankly, he looks constipated, his pent-up 'whatever' causing his face to appear permanently pained and perplexed. Even during a crucial death scene, with tragedy turning violent and even more deadly, Tiler can't command our respect. Since the film is nearly four hours, these limited moments and turns don't destroy what Leone is attempting. But when the key component to a character's desire is as dead-alive as McGovern's Deborah, there's a hollow core to the overall narrative needs. And then there is the rape - and there is a lot of rape. Without giving much away, the movie's main plotting turns tend to hinge on a scenes of sexual battery that make little or no sense. One seems like a sideline to an otherwise chaotic crime, the other an 'uncontrollable urge' the participant brought on herself (?). Even in a less enlightened era, "no" still means "no" and in at least one instance, the message is maintained loud and clear. Unfortunately, the reason behind the attack is not.

Still, something like Once Upon a Time in America survives its shortcomings to stand as a seminal work of one man's unmeasured talents. From the abject bravura of the Dollars Trilogy to the undeniable flawlessness of Once Upon a Time in the West, his limited oeuvre still speaks to a man of unfathomable gifts. Look at the set-piece sequence as Noodles and the gang walk through the neighborhood, the recognizable image of the Manhattan Bridge sitting regally along the horizon. Or what of the comical "baby switch" moment, including overhead shot. There's the wonderful opening establishment of the Jewish ghetto neighborhood (featuring a mandatory cast of thousands) and the last act look at DeNiro's ecstatic face through a opium den veil of smoke and lace. Watching this, you are reminded of the man's limited canon, how everything he created stands as a benchmark in modern moviemaking. While he has consistently been bested by others such as Martin Scorsese, Sergio Leone's one and only mob pic is fascinating, if not necessarily faultless. There are literally hundreds of reasons to love Once Upon a Time in America. There's a couple of reasons to dislike it as well.

The Video:
In a word - stunning...at least for the first couple of hours. The 1080p image has a depth and detail during the 1920s sequences that is just astonishing. You can actually feel the swell of the Jewish ghetto, the dirt and grime of the sometimes squalid living conditions. As the transfer continues, however, the 1.85:1 picture starts to get a little flat. By the time Noodles is confronting a middle-aged Deborah and discovering the purpose behind his invitation to Mr. Bailey's party, the visuals have lost some of that high-def flash. Perhaps the added capacity of Blu-ray is still not capable of capturing everything Leone put on film. Maybe Warner Brothers dropped the ball with the remaster (many claim that this is nothing more than a DVD up-conversion). Whatever the case, Once Upon a Time in America looks amazing for about 3/5's of its running time - and the image has been dramatically cleaned up, compared to the original digital releases. By the end, the lack of visual panache turns a definitive release merely good.

The Audio:
The audio is also problematic, for other unsure reasons. The English DTS-HD Master Audio 5.1 occasionally buries dialogue in the back channels, using spatial and directional designs to give the conversations a complex, ambient feel. By the midpoint of the movie however, the lack of clear discussions between the characters can be unnerving. Adjusting your Blu-ray player or home theater sound system settings might help in this manner (it did for this critic, even if it tended to dissipate the surround qualities). At least Ennio Morricone's fantastic score gets the full faith and credit of all the channels, the lilting beauty of this adaptation of the classical piece "Amapola" contrasted with the weird yet works employment of Zamfir (yes... THAT Zamfir) and the plaintive pan flute. This is not to say that the aural aspect of this release is flawed. Since he was playing with time and psychological reality with this film, Leone clearly could have tweaked the soundtrack as well. Warners would have been wise to spend more time on the sonic situation here instead of offering numerous alternative languages and subtitles (Hungarian? Really?).

The Extras:
Buried in a complex menu that requires you to know what the bonus feature is addressing, there are two terrific bits of added content included in this Blu-ray release. The first is an eye opening commentary track from Time critic Richard Schickel. Ported over from the previous two disc DVD version of the film, we get a nice bit of insight into the film ("it's all a fantasy...an opium fever dream") and some last act kudos for a purposeful lack of clarity. Schickel loves that the movie makes little sense in its conclusion, and his dialogue is detailed and intriguing. Also interesting - if just frustratingly short - is a 19 minute segment from a longer Leone documentary. This segment discusses Once Upon a Time in America and sees collaborators and cast members Woods and Tiler along to prop up the late, great filmmaker. Perhaps most intriguing is producer Arnon Milchan, who discusses the hatchet job done by the studio to make the movie more "mainstream". Add in a trailer and that's it.

Final Thoughts:
If you are looking for a reference quality HD release of Once Upon a Time in America, this is not it. The image and sound are solid, but offer some failings along the way. Similarly, if you are looking for the ultimate gangster film, complete with all the moral ambiguities and operatic dramatics the genre is known for, you'll come close here, but not quite achieve Godfather/Goodfella levels of mafia nirvana. Finally, if you think Sergio Leone has done nothing better than this nearly four hour love letter to the volatile immigrant experience in America, you need to drag out your copies of the Dollar Trilogy and Once Upon a Time in the West to remind you of what true motion picture masterpieces look like. Easily earning a well deserved Highly Recommended rating, there are just too many elements of this release (both internal and technical) that warrant a Collector's Series stamp of approval. Leone was right to be angry with the studios stunted version of his otherwise enigmatic work. Once Upon a Time in America is, however, far from perfect - and perhaps, this is what makes it so fascinating.

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