ONCE UPON A TIME IN AMERICA – Review by Mary Corliss [Film Comment]

Leone saw his gangster picture as the final ptych in his American triptych— three views of a country passing from anarchic heroism (the West) to revolution for the hell of it (the Revolution) to the beginnings of business-as-usual, through bribes and bullying.


by Mary Corliss

A best-selling novel can fill 150 pages of big print or 1500 pages of type the size of that on an aspirin bottle. A hit Broadway play can run 80 minutes or eight hours. A Top-40 song may be two or twelve minutes long. Even TV can accommodate both a 30-minute sitcom and an 18-hour miniseries. Within the limits of a consumer’s wavering attention, there is a time for every purpose an entertainer might have. Unless he makes movies. Gone are the good old David Lean years, when a film could consume, and illuminate, three-and-a-half hours of a moviegoer’s life. Nowadays, any movie that dares to run as long as Gone With the Wind also runs the risk of being cut down to the prevailing size.
So Sergio Leone deserves the Chutzpah Prize for 1984. His gangster epic, Once Upon a lime in America, was a dozen difficult years in the making, at $40-million-plus. It boasted only one box-office name, Robert De Niro, and that name had not appeared on a profitable movie since The Deer Hunter. Its main characters, and just about all the subsidiary ones, were small-time lowlifes: no Saint Gandhi here, or even a Michael Corleone, just the scum of the Lower East Side. And on top of everything, Leone made his antiheroic fresco at three hours 47 minutes—longer than any movie released by a Hollywood studio since Bernardo Bertolucci’s four- or five-hour 1900. Leone’s U.S. distributor, The Ladd Company, was not likely to be pleased.
Difficulties are a given with such an ambitious screenplay, written by Leone and five Italian scenarists. In 1921, four Jewish teenagers form a ghetto gang with Max, a boy from the Bronx. One of the boys, “Noodles’’ Aaron son, is sent to jail for killing a rival gang leader. A dozen years later, the adult Noodles (DeNiro) emerges from prison into the last blazing days of Prohibition and finds that his gang, now led by Max (James Woos), is flourishing in the bootlegging and hit-man business. But Noodles is distracted by his hopeless, long-standing love for a girl from the old neighborhood, Deborah (Elizabeth McGovern), who has ambitions to be a great actress. Renounced by Deborah, and suspicious of Max’s plans for the gang to rob the Federal Reserve Bank, Noodles informs the police of their next heist. In the ensuing gunfire the rest of the gang is reported killed, and Noodles goes into hiding for 35 years, until he is summoned back to New York by the “ghost” of an old friend.
In the script, too, was the story’s intricate time structure. It begins with Noodles’ escape after the gang members’ deaths in 1933. Then a flash forward to 1968, when Noodles’ anonymous exile in Buffalo is discovered and he returns to Manhattan. Then it moves back to 1921 for the gang’s formation and the beginning of the doomed love affair between Noodles and Deborah. Another jump forward again to 1968, as Noodles tries to piece together the mystery of his summons from out of the past; and a dissolve into the longest sequence: 1933, with the gang’s rise to infamy and Noodles’ increasing estrangement from Max, culminating in his betrayal of the gang. The climax is a return to 1968, in which Noodles confronts his past by finding Deborah and an old gangster friend who was smart enough to achieve money and power through legal channels. The final scene occurs in 1933, with Noodles blissed out in a Chinese opium den, as if to suggest that most of the film was literally his pipe dream.
Would all this make art? Would it make sense? Could it ever, in these FlashdanceFootloose days, make money? These questions must have occurred to Alan Ladd, Jr., as he sat down for his first look at Once Upon a Time in America.
The first scene works like a charm. To the distant strains on the soundtrack of Kate Smith singing “God Bless America,” Noodles’ moll Eve (Darlanne Fluegel, a New York model making an impressive movie debut) enters her apartment, finds her lover’s silhouette neatly perforated in bullet holes on the bed sheet, discovers she is not alone, and is dispatched to heaven with bloody efficiency. The next scene, in which Noodles’ pal Fat Moe (Larry Rapp) is beaten to reveal the gangster’s hideout, is so brutal that it outdoes any comparable scenes of requisite gratuitous torture in films of this genre. The trail leads to a Chinese theater where, in a back room, Noodles reposes with his opium paraphernalia. He inhales deeply, and the telephone begins to ring, as the onscreen action moves back to the night before, when Noodles had called a police captain to rat on his friends.
The rings are very long and loud, and there are 22 of them, screaming through scenes that no member of the audience could yet comprehend. It’s easy to imagine that after about five rings Alan Ladd, Jr., was trying to determine what Leone was up to: that after ten rings he decided it was to inflict pain on the audience; that after 15 rings he envisioned member of that audience shouting out “Answer the bloody phone!”; that after 20 rings he wished he was in some other business; and that on the 22nd ring he resolved to cut the damn movie down to a running time that exhibitors would find acceptable.
If this, in fact, happened, there is reason to be grateful for that insistent telephone. For, under Ladd’s instructions, an editor named Zach Staenburg reshaped Leone’s mesmerizing, intermittently powerful botch of a movie into a 145-minute film that is within shooting distance of masterpiece.

Sergio Leone had invested an unlucky 15 years of his life in this project. Now 55, he had completed his previous film, Duck, You Sucker (also known as Once Upon a Time the Revolution), when he was 41.He had made his five famous westerns—A Fistful of Dollars; For a Few Dollars More; The Good, the Bad land the Ugly: Once Upon a Time in the West; and Duck, You Sucker—in just seven lucky years.
Lucky for filmgoers, that is. At a time when Hollywood pictures were renouncing their innocent past with the avidity of a teenager on a sex spree, Leone re-created the western on the soundstages and the track lots of Cinecittà. The first three films, pitting Clint Eastwood against a series of increasingly imposing and malevolent bad guys, worked simultaneously as tribute, restoration, criticism, and fantasy of the Old West as refracted through pulp novels and B movies. America had turned its plains into the landscape of legend; Leone turned legend into myth. The West for Leone was so big and empty, only giants could fill it—heroes who can’t be stopped by a dozen bullets, and villains with the enormity of their pasts slowing down the smooth machinery of their trigger fingers just that fatal fraction of a second. Life and death mattered to these antagonists. With hardly anybody else around, as if most forms of life had been wiped out in some 19th-century apocalypse, the survivors were deciding at gunpoint which of them would get to create a new species in his image.
The happiest surprise was that Leone’s films kept getting better, as he discovered lost chords of feeling and meaning in his variations on the western theme. Once Upon a Time in the West is one of the three or four great films of the Sixties. For the first time Leone proposed that something could grow in this wasteland: a civilization, and on the shoulders of a woman (Claudia Cardinale). Once Upon a Time in the West is a fairy tale of redemption, whether through killing (Charles Bronson), or being killed (Jason Robards), or staying put and carrying water to men parched by despair. At the end of the film Cardinale does just that, and Ennio Morricone’s score swells to full rhapsodic tumescence, and Leone’s camera follows the tracks of a train bringing the first fruits of civilization to Sweetwater.
Even in parts of Once Upon a Time in the West, one could see flaws that would seem magnified in Once Upon a Time in America. Leone set about resolving the strands of his complicated plot with the same determination and clumsiness a child would bring to the challenge of tying his first shoelace. The film moves at a largo pace, and on the rare occasions when a scene’s internal dynamics of emotion or style were missing, the film could stop in its tracks. Paramount Pictures, the American distributor, trimmed the film by 20 minutes soon after its release, to no appreciable box-office reaction. Once Upon a Time in the West gradually achieved cult acclamation, but the precedent had been set: Leone’s movies, at least in the States, were no longer sure-fire audience enticers; and, when in doubt, cut.

Leone saw his gangster picture as the final ptych in his American triptych— three views of a country passing from anarchic heroism (the West) to revolution for the hell of it (the Revolution) to the beginnings of business-as-usual, through bribes and bullying. “This country is still growing up,” Max says, “and some diseases it’s better to get while you’re young.” By 1933, their gang has its sticky, grasping fingers in a bootlegging business, in policemen’s pockets, in the burgeoning unions, and, figuratively speaking, up the skin of every white adult woman around. These are not typical Leone heroes or villains; their means and their dreams are too petty to inspire anything but contempt. What they are are losers, and you can tell that at the starting gate—in 1921, when as kids they are already rolling drunks and torching newsstands. And the setting is not the barren expanse of the West but the teeming streets of New York, where small people elbow smaller people out of their way, into the gutter. Wildcats and condors may patrol the West: the urban Underground shelters nothing but rats.
They are rats, especially, with women —little boys obsessed with their cocks, and with guns as a sort of prosthetic extension of them. They treat women as malleable toys, to be beaten, buggered, and verbally abused. But it is Noodles who is the most violent ravager of women. During a diamond heist, he encounters an employee and informant named Carol (Tuesday Weld, in a controlled, brilliant performance). “Hit me!” she begs Noodles. “Make it look real!” He obliges by turning Carol face-down on a desk, lifting her skirt, and raping her.
A bit later. Noodles takes Deborah (Elizabeth McGovern), now a Follies star, out for an impossibly romantic evening; rents a seaside restaurant and a ten-piece orchestra, dances a bittersweet waltz with her, tells her how she has inspired him; the whole Jay Gatsby bit. She cuts him dead: “I’m leaving in the morning for Hollywood.” In an outrage of rejection, he rapes Deborah, twice, in the back seat of their limousine. Leone shoots the scene with ruthless precision. The act is neither romanticized or condemned; the actors are not flattered or spared. On Noodles’ part it is a sadistic exertion of force, the abrupt destruction of a dream he has too long believed in. It is also the act of a petty tyrant in the ways of the flesh.
One wonders if Leone meant his characters to be so repellent and small. The bond between Noodles and Max, which carries one man to exile and the other to the grave (twice), is never satisfactorily demonstrated as having a basis in either affection or compulsion. Theirs is an association of professional convenience. And although James Woods is competent as Max, it would have helped if Max had been played by an actor with a sexier psychopathy (Sam Shepard, perhaps?). Nor are the gang members invested with the immense personal power that many real-life Jewish mobsters exuded. None of them has the weaselly charm of Legs Diamond, the dangerous grace of Bugsy Siegel, the brains of Meyer Lansky, the guts of Arnold Rothstein. Young Deborah has Noodles pegged: “He’ll never be anything but a two-bit punk, so he’ll never be my beloved.” Noodles, Max, and the rest are two-bit punks who think they’re million-dollar babies. So the film must impress by fixing these small men on a large canvas, and hold the viewer’s attention by accumulating atrocities.
This is not to say there aren’t structural, visual, and incidental beauties. Leone has not forgotten how to direct a movie, how to deploy his camera and actors in breathtaking patterns. Two monumental tracking shots—one of a ghetto street, another of a Florida resort to which Max, Noodles, and their molls repair—are marvels of technical wizardry and crowd control. In this film of medium and long shots, you must search the screen for clues to the action: Just after Noodles has phoned the cops, Max enters the room, walks over to the telephone and casually adjusts the receiver in its cradle. (Does Max know? And if so, what will he do?) For the most part, though, Once Upon a Time in America is a grand display of events, rather than a film that wins a moviegoer over heart and soul. As Peggy the teenage whore says of her own merchandise: “Looksies, no feelsies.”

As it happens, the film’s loveliest sequence—young Deborah’s dance—is all about looking and feeling. In her father’s storeroom, and watched by Noodles through a hole in the wall, Deborah finds solitary rapture in the art of her body’s movement. The scene expresses both a young girl’s eerie grace and a young boy’s frustrated desire for the elusive beauty of women. Then Deborah teases Noodles with a peek at her naked back as she slips out of her dance costume—a vision which will forever haunt Noodles. Gently as an adagio from Swan Lake, the image hints at the power women have over men, and presages the violent measures this young man will take to harness and abuse that power.
Among a fistful of good actors in Once Upon a Time in America, Jennifer Connelly is a revelation as young Deborah. Her face is serene and schoolgirl solemn. She moves through her dance with slow, unforced ease, and through her dialogue scenes with young Noodles (Rusty Jacobs) in a mist of precocious maturity. This Deborah knows what course this Noodles must follow. Alas, it is not to be hers.
Alas and a lack, Jennifer Connelly grows up to be Elizabeth McGovern. Since Ordinary People in 1980, McGovern has degenerated from a fresh face and a sparkling talent to an actress who can drag a whole film down. This Noodles (De Niro, a meticulous actor who can still explode into pyrotechnics at the flick of a rejection) would not carry a lifelong torch for this Deborah.
In Leone’s full version, which was shown at this year’s Cannes Film Festival and then throughout Western Europe, Noodles’ obsession with Deborah was carried to its bitter conclusion in the 1968 sequence. Deborah is now a great-lady actress starring as a sort of Kabuki Cleopatra on Broadway. She introduces Noodles to her teenage son, and he is the image of young Max. The last piece of the jigsaw puzzle is about to fall into place; we now know that Max did not die 35 years before. Noodles is close to finding his Rosebud.
Indeed, the last hour of Leone’s version has numerous parallels with Orson Welles’ trailblazing time-juggle. Deborah is Susan Alexander; Carol, now the cynical resident of an old folks’ home, is Jed Leland; Fat Moe is the faithful Bernstein: Noodles is the indefatigable reporter-snoop Thompson; and a rich old man named Christopher Bailey (né Bercowicz) is Leone’s Charles Foster Kane. By now, even those viewers untouched by the film’s content should be impressed by its baroque form, which allows the story to be seen simultaneously as a 1968 memory of tenacious old Noodles and a 1933 shadow play in the wandering mind of a gangster on the lam.

A director of Leone’s stature has every right to pursue his dreams and demons into the fourth hour of running time, and a critic has every reason to defend that right. Cutting Once Upon a Time in America by an hour and 22 minutes, doing it without Leone’s approval, and jettisoning the Kane-like structure for a movie that proceeds in strict chronological order, must at first gasp seem an act of desecration akin to re-editing Joyce’s Ulysses into a Dublin travelogue. But, surprisingly, no. The Ladd Company version makes more sense. It has considerably more emotive force. It is a stronger, more cohesive film.
The short version begins with Deborah’s dance. A few scenes later, it introduces Max as a voyeuristic spy on the love scene between Deborah and Noodles. Thus, it establishes the boys’ rivalry as a metaphorical battle for the heart of fair Deborah. (It, however, junks the 1968 scenes in which Deborah appears, so we don’t know that she has ended up in a liaison with Max and borne his child.) It discards most of the early adventures of the young gang, trims a few of the bloodier scenes and Deborah’s rape. And it “solves” the very questionable ending of Leone’s film.
In the long version, Noodles is called to the home of Christopher Bailey, a rich man recently appointed to be “secretary” of some government department. Bailey—a sort of Great Gatsby who has outlived his romantic past—turns out to be none other than Max, who had faked his death in 1933 with the connivance of the police. Having ruined Noodles’ life, Max now wants Noodles to end “Bailey’s.” Noodles refuses and walks out. On the street, he sees a garbage truck parked in front of the Bailey mansion. The truck starts up and passes Noodles. Its blades are churning some unidentifiable refuse—Max, presumably. In the short version, the scene between Noodles and “Bailey” (here a trucking magnate) is the same but shorter. Noodles walks outside, pauses, and hears a loud shot—from the gun Max had pleaded Noodles to use on him.
So much for the long and the short of it. What about the mysterious “full” version, at four hours ten minutes? It fills in the 1968 section with an appearance by Louise Fletcher, and the 1933 sequences with added footage of Treat Williams as a Hoffa-like labor leader. Leone plans to release this America to Italian TV in three years.
The short version of Once Upon a Time in America received curt notices from the U.S. press. Perhaps they were not entirely undeserved; even at two hours 24 minutes the film has its excesses, its longueurs, its inanities. But perhaps one needed to see the long version first, to understand in full what the Ladd cut imparts in shorthand, and to appreciate the massive, flawed marble block out of which Zach Staenburg sculpted a superior movie. In a few test cities this summer, and in New York in the fall, Leone’s America will be available for comparison. Serious moviegoers are advised to see both. Considering the competition, Once Upon a Time in America is worth seven hours of anybody’s time.

Film Comment, Vol. 20, No. 4 (July-August 1984), pp. 18-21


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