In a fit of rage, Noodles kills Bugsy and injures a police officer, and is sentenced to prison. Bugsy, now a rival, eventually ambushes the boys and shoots Dominic, who dies in Noodles' arms. Noodles is in love with Moe's sister, Deborah, who dreams of becoming a dancer and actress. They stash half their earnings in a railway station locker, giving the key to "Fat Moe", a friend not directly involved in their activities. The group rises through the ranks after implementing Noodles' idea to hide bootleg liquor. Later, they blackmail the officer, catching him having sex with Peggy, a prostitute, and the five youngsters start a gang with the same level of police protection as Bugsy. Max foils one of their robberies but has the booty stolen from him by a corrupt police officer, Whitey.
In 1918, David "Noodles" Aaronson and his friends "Patsy" Goldberg, "Cockeye" Stein and Dominic struggle as street kids in Manhattan's Lower East Side, committing petty crimes for local boss Bugsy. Noodles evades capture and leaves the city alone and penniless. He recalls observing police removing their corpses, Max's burned beyond recognition. He is apathetic, drugged and grasping a newspaper featuring the demise of bootleggers Patrick Goldberg, Philip Stein and Maximilian Bercovicz. They enter a wayang theater, where the proprietors slip into a hidden opium den within the building and warn Noodles. In 1933, three thugs search for a man named "Noodles", torturing people for information. The original "European cut" has remained a critical favorite and frequently appears in lists of the greatest films of all time, especially in the gangster genre. The shortened version was a critical and commercial flop in the United States, and critics who had seen both versions harshly condemned the changes that were made. The American distributors, The Ladd Company, further shortened it to 139 minutes (2 hours and 19 minutes), and rearranged the scenes into chronological order, without Leone's involvement. Leone originally envisaged two three-hour films, then a single 269-minute (4 hours and 29 minutes) version, but was convinced by distributors to shorten it to 229 minutes (3 hours and 49 minutes). The cinematography was by Tonino Delli Colli, and the film score by Ennio Morricone. It is also the third film of Leone's Once Upon a Time Trilogy, which includes Once Upon a Time in the West (1968) and Duck, You Sucker! (1971). It was the final film directed by Leone before his death five years later, and the first feature film he had directed in 13 years.
The film explores themes of childhood friendships, love, lust, greed, betrayal, loss, broken relationships, together with the rise of mobsters in American society. Based on Harry Grey's novel The Hoods, it chronicles the lives of best friends David "Noodles" Aaronson and Maximilian "Max" Bercovicz as they lead a group of Jewish ghetto youths who rise to prominence as Jewish gangsters in New York City's world of organized crime.
The film is an Italian–American venture produced by The Ladd Company, Embassy International Pictures, PSO Enterprises, and Rafran Cinematografica, and distributed by Warner Bros. Once Upon a Time in America ( Italian: C'era una volta in America) is a 1984 epic crime film co-written and directed by Italian filmmaker Sergio Leone and starring Robert De Niro and James Woods.
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