Directed by Sergio Leone

The above image shows kids who would become gangsters, playing at being gangsters.  They dress like prohibition-era gangsters dress, they commit crimes and payoff cops in the same way, and yet they playfully skip through the streets like children.  They’re kids who grow up too fast and will die too young.

Once Upon a Time in America is an epic, both in scope and in its 3 hour and 49 minute runtime.  The film, Sergio Leone’s last and and somehow most personal, starts with a woman dying for a man whose smile is the final frame of the story.  Those two scenes, played back to back without anything in the middle, might suggest that the man, David “Noodles” Aaronson (Robert De Niro), is a villain, a man who wreaks havoc and doesn’t have any care in the world for the problems he creates for other people.

But the smile is misleading.  It’s an opium-fueled vision of ecstasy he experiences while on the run from the people trying to kill him and from himself.  It’s argued, even suggested by Leone himself, that much of the film is an opium daze of a dream, even as we bounce across three different time periods, charting the life of Noodles and his partner in crime and friend Max (played by James Woods).

In Once Upon a Time in America, we follow Noodles as a child, following the beginnings of his life into crime as well as his journey into manhood.  This period of Noodles’ life is the turning point from his childhood into adulthood.  All the seeds which later sprout are planted here.  He meets Max, falls in love with Deborah (as a girl played by a young Jennifer Connelly), and eventually he is incarcerated for killing a man, possibly a cop too, who killed one of their own.

When Noodles gets out of prison, 12 or so years later, Max and his friends are waiting for him.  It’s in this section of the story, during the tail end of prohibition, that Max and Noodles but heads, enough for Noodles, desperate to stop a crazy bank robbing scheme, to call the police and turn on his friends, hoping that their arrest will save them from certain death.  When Noodles observes the aftermath of the failed robbery, in which all three of his friends have been killed, he hides out in an opium den, and that’s where the movie eventually ends.

But we also see Noodles as an old man, returning to New York for the first time since whenever it was he first left.  He has an invitation to some kind of gathering, for a politician we later learn is Max himself, even though Max was thought to be dead.

It seems to me that all of this, with Noodles and Max as old men, is just a fever dream.  Everything works out too neatly in a way that, when you really analyze it, feels forced and unlikely, but as the final chapter of an ‘epic,’ as this is, it feels necessary, almost like a genre trope as much as the femme fatale is to a noir detective story.

Once Upon a Time in America isn’t about the plot details.  It’s about the emotions, the rise and fall, the guilt, the tortured soul.  It’s like any gangster movie, but this film attempts to be more personal by focusing on the friendship between Max and Noodles.  In a way it feels a little melodramatic, but that’s only because of the final chapter, when they meet again as old men.

And I can talk more about why I think the old age stuff is all a dream, but only briefly.  When Noodles is in the opium den, he hears a phone ringing which makes him lurch forward, distressed.  The phone, we quickly learn, is only in his head, and as we cut between a few different locations, we learn that the phone rings in the police station.  It’s the other end of the call Noodles made to inform the police about what his friends were up to.  It’s the call which makes him feel so guilty after learning that his friends died.

And of course Noodles feels guilty because these friends, most notably Max, were his family.  We never see Noodles’ real family, from what I remember.  His friends are the ones hr grows up with and gets into crime with.  When he’s released from jail, his friends are there waiting for him to get out.

The reason Noodles has to turn on Max, due to his crazy plan, feels a little forced.  Max, always in control, is suddenly off his rocker.  This is when prohibition ends, and they know that their smuggling operation will end too.  But as Max notes, they have a million dollars in the bank, yet Max concocts this scheme out of desperation.  When Noodles calls him crazy, Max reacts strongly against the accusation, because, apparently, his father was locked away in an insane asylum.

This side of Max, as a man who fears becoming his father, is interesting, but it also feels completely out of left field.  The point of the story, though, is not how they are pulled apart as friends, just what happens after.  As a gangster film, you know there will be a downfall.  Usually it comes from external forces, but in this case it comes from within.

And I’d say that this makes this film better, at least more relatable in a strange way.  This is a film that compels you to feel such a wide range of emotions, kind of like life.  It tries to encapsulate everything, and that’s why it’s so important to show these characters as kids as well as old men.

Though this is a story about gangsters, it’s really about us.  There is as much emphasis on the quiet moments, as Noodles observes how things change over time, as there is on any of the violence.  One of the most striking scene transitions comes when Noodles considers bolting town as a young man.  Before we even realize any time has passed, we see Noodles as an old man in the same spot, but surrounded by a different train station landscape and people dressed in a way to reflect how many decades have passed.

Maybe this film, in trying to make the life of a gangster feel similar to our own, is a way of showing where we come from, at least here in America.  Characters like this seem to completely rule the towns in which they reside.  In any prohibition-era period piece, you’re as likely to run into a gangster as you are to run into a bartender or a policeman or a journalist.  It’s like 90% of New York were gangsters, and the rest were everyone else.

By the time Noodles is an old man, the gangsters are all but gone.  Everyone he knows, he thinks, is dead, and the bar where they used to run their operation, Fat Moe’s, is now a quiet, dingy pub.

So this feels like a Linklater film, in a way, a quiet meditation on life that just so happens to be seen through a gangster’s.  And any film that covers this many years has the effect of making certain actions feel almost inconsequential.  Like in Boyhood, you see a moment which means the world to a character, but then you jump forward in time and realize that such a moment hardly mattered.  Like everything, it’ll pass given enough time.

But for Noodles, certain decisions and actions stick with him, as they should.  He’s driven by guilt, forced into some kind of exile, but we can easily understand why.  Remember, the first image of the film is that of a woman who dies trying to protect him.  Noodles is a dangerous character, only we don’t yet know why at the time.  Throughout this film he not only makes the call that ruins his friends, but he rapes multiple women and kills even more men.

Noodles is a character we’re led to follow as if he’s any other protagonist, but he’s a monster.  He’s a disgusting character with the same Madonna/Whore complex as other De Niro characters, such as in Raging Bull.  He’s a man who can barely think but can certainly wield a gun, and that’s enough.

This movie shows how muscle once got you somewhere, but perhaps it argues that such a road will eventually lead nowhere.  At the same time, it’s shown that Noodles could have had it all if he wanted.  Maybe he’s more of an outlier even among his own crowd.

Well, that’s not really the point.  Despite Noodles’ own concerning, I mean appalling, choices, this story is seen through his perspective.  When he visits Max as an old man, again likely in a fever dream, it should be a moment when Noodles apologizes for what he did.  Max is basically the ghost he never thought he’d talk to again, and yet it’s Max who apologizes to him.  Max has married Deborah, the woman Noodles loved but whom he later raped, and Max claims that he has lived the life Noodles should have had and, in choosing to allow Noodles to believe he killed his friend, has forced Noodles to live with a certain amount of guilt that is unfair to him.

So Max offers Noodles a gun and tells him to kill him.  It feels completely unexpected and a little silly, as if Noodles really is the victim here.  But it’s not as though he simply could have waltzed in and married Deborah, not after what he did to her.  And even if Max did survive the bank robbery, their two other friends didn’t.  Noodles is a guy who doesn’t deserve to have his guilt alleviated, and yet here is the bane of his existence, telling him he’s sorry.

This part of the story ends with Max disappearing into the back of a garbage truck, it appears.  Some people think this is meant to show that he died in that truck, which seems silliest of all to me, at least for a movie that takes itself very seriously.  In this scene, Max is actually played by a different actor, not James Woods, made up to look like Max, and it adds to the ambiguity of the scene.  To me this all suggests that this is a dream, but I’ve already said that.

Look, I’m having trouble figuring out what to say.  This is a good movie, but it frankly is surprising how much of a bad person Noodles is and how it seems like we’re still supposed to side with him.  Most gangster films keep us on the same side as our ‘hero’ because the plot moves so fast that it’s hard to really think.  And the ‘hero’ almost always gets what they deserve, allowing us to not have to think about what they truly deserve… because they get it.  Joe Pesci is brutally killed in both Goodfellas and Casino, Ray Liotta is ousted from the mov and humiliated in the end of Goodfellas, and Al Pacino is torn apart by a barrage of bullets in Scarface.

But Noodles would seem to have gotten away.  He’s lived an entire life, having reached an age you don’t expect many movie gangsters to reach.  But, of course, he’s a haunted man, and that’s his comeuppance, I suppose.

The movie chooses to end with Noodles in the opium den, as if to reinforce the idea that his story ended with him betraying his friends.  Even if the old man stuff did happen, it didn’t matter.  The story’s final note is to remind you that this is a man running from himself, so even if he did live another forty or so years, he was always running from himself, and he always will be until the day he dies.