Towards the end of Sergio Leone’s opening sequence in Once upon a Time in America (1984), the film’s protagonist, David “Noodles” Aaronson (Robert De Niro), flees to a bus station where he buys a one-way ticket to Buffalo. As he makes his purchase, his gaze is drawn to a wall-sized trompe l’oeil that entices the viewer to “Visit Coney Island” with its carnivalesque sideshow attractions. At the centre of the painted vista is a mirrored doorway with the word “Entrance” written above it. As Noodles regards the scene, the camera cuts to a close-up of the mirrored panels in the door before his face comes into view; however, his black hair has turned grey and fine wrinkles now line his eyes. The camera then pans back to reveal that the Coney Island image has now been replaced by signage that features a large red apple framing the mirrored door with the skyscrapers of New York in the background. The typography used in the sculptural work LOVE (1967) by pop artist Robert Indiana adorns the top centre of the wall. Although not explicitly stated, this transition marks a temporal jump from 1933 to 1968. Leone marks this passage of time not only through the changing landscape of Noodles’ face, but also the imagery within his environment. In so doing, he establishes the film’s key conceits of time and American iconography.

Based on Harry Grey’s 1952 novel The Hoods, which charts the rise of a gang of Jewish immigrants to the upper echelons of New York’s organised crime scene, Leone’s adaptation would take over ten years to complete. The challenge of securing the rights to the book, which were owned by another producer, would only be surpassed by the trial of getting Leone’s vision on screen. The butchering of the film for its theatrical release in the United States, in which Leone’s cut of 227 minutes was reduced to 137 minutes, imposed a linear chronology on the film’s structure that destroyed its complex temporality. Leone’s nuanced focus on layered storytelling was also lost in the edit, with the film conforming to the conventions of the gangster genre. Given that Leone was a filmmaker who placed such a high premium on cinema’s capacity to tell stories and not merely weave images together, the 137-minute edit was an injustice to not only the film, but also the director’s filmic ethos. Indeed, he advocated that “true” cinema is one of the “imagination,” whereby the viewer has the opportunity “to look and see what someone is saying behind all the show, glitter, scenery, whatever it may be, and see what ideas are being expressed beyond and below and above that.”1

The extended cut, an opus which runs for 250 minutes, provides Leone with the space to transcend the gangster genre to comment on the degeneration of the American dream. Although the film’s title alludes to the first lines of a fairytale, and the typography in which it is rendered recalls the ornamental font of a storybook, these initial impressions are undercut early in the narrative when Noodles returns to the Jewish ghetto of his youth in 1968. Met with the sight of a backhoe unearthing a gravestone in the Jewish cemetery, Leone sets up a motif of desecration and ruin that runs through the film.

Playing with Leone’s self-confessed fascination with the “dark side,” key moments of celebration in the film are often accompanied by symbols of death, with coffins appearing frequently.2 This is most comically realised when Noodles’ childhood friend, Maximilian “Max” Bercovicz (James Woods), establishes an undertaking business as a cover for his criminal activities and drives a hearse that features the text: “Why go on living when we can bury you for $49.50?” If Leone’s vision of the American dream is corrupted, it is also cheap; from the $49.50 required to bury a body to the actions of the young Peggy (Julie Cohen) who provides sex in exchange for a delicately wrapped charlotte russe with whipped cream worth five cents.

The reflective door in the opening scenes of the film is not only Leone’s metaphorical turning of a mirror upon American society – what Peter Babiak describes as “juxtaposing competing myth systems in American culture against their antitheses”3 – but also the viewer’s entrance into Noodles’ unfolding memories. However, the certainty that what we are witnessing amounts to Noodles’ recollections is never concrete. Indeed, in Roger Ebert’s 1984 review of the film’s Cannes release, he interprets the film’s imagery as “an opium dream, a nightmare, a memory, or a flashback.”4 Leone, on the other hand, situates both Once upon a Time in America and his broader oeuvre within the realm of his “own ghosts and phantoms.”5 To this end, Leone infuses a sense of haunting via the repetitive use of The Beatles’ song “Yesterday”, which transports Noodles into his memories, and the trope of framed photographs, which visually capture his past within the mise en scène. Significantly, the first framed photograph in the film, a picture of Noodles, is promptly shattered with the long end of a pistol by one of his nemeses. Given Leone’s attention to detail, this breaking of Noodles’ image cannot be dismissed as a passing moment of violence, but rather one that calls into question the reliability of both what the viewer is seeing and Noodles’ point of view.

The power of Once upon a Time in America is arguably this ambiguity, as well as the film’s refusal to conform with the viewer’s expectations. In intermingling distorted fairytale with gangster narrative, Leone casts an outsider’s perspective on the underlying greed, ruthlessness and betrayal at the heart of the attainment of social mobility and status in American society. He leaves the viewer with a searing vision of the vicissitudes of dreams gone awry.

• • •

Once upon a Time in America (1984 USA/Italy 250 minutes)

Prod. Co: The Ladd Company Prod: Arnon Milchan Dir: Sergio Leone Scr: Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco Ferrini, Sergio Leone Mus: Ennio Morricone Phot: Tonino Delli Colli Ed: Nino Baragli Art Dir: Carlo Simi

Cast: Robert De Niro, James Woods, Elizabeth McGovern, Treat Williams, Tuesday Weld, Burt Young, Joe Pesci


  1. Sergio Leone, quoted in Marlaine Glicksman, “An Interview with Sergio Leone (1987),” ASX, 28 December 2012, https://www.americansuburbx.com/2012/12/interview-interview-with-sergio-leone-1987.html
  2. Pete Hamill, “Interview with Sergio Leone,” American Film, June 1984, pp. 23–25, available at https://scrapsfromtheloft.com/2016/08/03/leone-interview-american-film-1984/
  3. Peter Babiak, “Once upon a Time in America: Sergio Leone and the Construction of Myth,” Cineaction 72 (2007): p. 65.
  4. Roger Ebert, “Once upon a Time in America,” Roger Ebert.com, 1 January 1984, https://www.rogerebert.com/reviews/once-upon-a-time-in-america-1984
  5. Leone, quoted in Glicksman, op. cit.

About The Author

Danica van de Velde is a writer based in Perth, Western Australia. Her writing on film has been published in a Dance Mag, Another Gaze and Screen Education, as well as the Refocus book collections on Michel Gondry and Susanne Bier. She was the recipient of the Senses of Cinema-Monash Essay Prize in 2019 for her essay on the cinematic self-adaptations of Marguerite Duras.

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