Class of 1984: "Once Upon a Time in America"

In the “Class of …” series, we take a monthly look back at films celebrating either their 20th or 30th anniversary of initial release this year — six from 1994 and six from 1984. The rules: No Oscar nominees and no films among either year’s top-10 grossers.

It feels absurdly reductive to call Sergio Leone’s “Once Upon a Time in America” a Prohibition-era gangster film and leave it at that. Yes, its lead characters are Jewish gangsters making a mint as New York bootleggers, but cop-criminal conflicts are an afterthought. There’s virtually no colorfully ball-busting dialogue and zero outsized comic players on hand to ease tension. Even the fleeting moments in which these villainous victors enjoy their spoils are tempered and tainted by ennui and anxiety.

Much like the far reaches of space are to “2001: A Space Odyssey” or the long, winding Hollywood roads are to “Mulholland Dr.,” Prohibition is merely stage dressing for a tale of intensely personal drama that transcends genre trappings to tell a tale of haunting introspection, temporal misdirection, unremitting power and potent symbolism. “America” is an epic rumination on the corrosive effects of greed, violence, objectification and pain. It ponders the impossibility, while living in the now, to comprehend one era’s slide into another. It forces us to confront despicable acts of a man standing in for our nation’s worst impulses toward manifest destiny.

It’s a conundrum of fascinating complexity, a film occurring both inside and outside of time as it slips between 1920, 1932, 1933 and 1968. Leone purposefully perverts these timelines into a puzzle where the parts may, at first glance, seem impossibly confusing and confounding. But once fully assembled, it reveals a beautiful work of art that meditates on memory, guilt and the mythic power of movies themselves.

Unfortunately, Leone’s magnum opus — his last film before his 1989 death at age 60 — has been, until recently, best remembered in the U.S. as a mammoth misfire. The story of its eventual rescue represents one of the most laudably heroic efforts in cinematic restoration history.

While filming “Once Upon a Time in the West,” Leone became enamored with “The Hoods,” a novel by “Harry Grey”, a gangster-turned-informant named Harry Goldberg whom Leone later befriended. So taken by the novel was Leone that he rejected an offer to direct "The Godfather,” although another producer had optioned rights to “The Hoods” and refused to relinquish them until the late 1970s. Leone felt he’d said all he wanted to in the spaghetti Western milieu with which he’d become synonymous and wanted to try his hand at something else.

Unsurprisingly, a multigenerational who’s who of big names flirted with the film; James Cagney, Paul Newman, Al Pacino, Liza Minnelli, Jack Nicholson, Dustin Hoffman, Jodie Foster, Richard Dreyfuss, Gerard Depardieu, Harvey Keitel, John Malkovich, Brooke Shields and even John Belushi were considered as it languished in development. By the time filming finally began in June 1982, Goldberg had died.

Originally, Leone wanted release a two-part, six-hour film. But his financing studio, the Ladd Company, balked after the failure of Bernardo Bertolucci’s similarly long “1900” in 1976. Leone cut it further, to 269 minutes, and then to 229 minutes, the version that received a 15-minute standing ovation at 1984’s Cannes Film Festival.

Still, the Ladd Company remained nervous — about the length, about the bursts of graphic violence (which includes two shockingly explicit rapes), about the film’s very ability to return much of anything on their $30 million investment. So the studio continued to chop away sans Leone’s supervision for a U.S. release, with all the finesse of Leatherface’s chainsaw and leaving similarly bloody murder in its wake.

At 139 minutes, the studio cut contains barely more than one-fifth of the footage Leone originally shot. That which is left favors chronological order over flashbacks or flash-forwards, and what is omitted largely renders the introduction of key players, scenarios and information nonsensical. The violence is also free of any critical character background that could possibly inform its import to the story.

By robbing it of 90 minutes, the Ladd Company solved what it perceived to be its biggest problem — a film that couldn’t be shown as often in a day and thus not make nearly as much money. However, in the pruning, they created a film no one wanted to see. Roger Ebert, who saw both versions, called this cut “an incomprehensible mess without texture, timing, mood or sense,” and another critic likened it to shortening one of Wagner’s operas. This truncated cut earned only $5 million before it was yanked from theaters in less than a month. Its failure nearly bankrupted the Ladd Company and etched a derogatory epitaph on Leone’s life and livelihood.

Nearly two decades later, Leone’s 229-minute version received restoration, a limited North American release and a proper critical reappraisal. More recently, another restoration team led by Martin Scorsese’s Film Foundation unearthed 40 additional minutes, although rights issues allowed them only to restore half of those.

To create this cut, Scorsese’s team relied on Leone’s notes, testimony from his family members and his collaborators, and, mainly, their best guesses. These scenes reinstate entire segments — particularly a terrific, tense confrontation between James Woods and Treat Williams — and even performers, such as Louise Fletcher. Although they are so visually washed out that they’re barely discernible, these moments serve to further establish the long version’s tone and clarify its themes.

Now 80% longer than its initial U.S. release, this is as close to Leone’s original single-film vision as we’ll ever likely see; most of all, it’s an immeasurably improved experience. Even as it crosses its fourth hour, it never feels unnecessarily shambolic. And in an era where long-form storytelling reigns supreme, “America” feels far less formidable in full form than it must have back then. Here, finally, is a version of the film in whose pleasures you can now fully, and deeply, luxuriate.

Like a sudden conjuring of memory, this version’s initial sounds fade in — a mélange of seaside happiness, children at play and the strains of “God Bless America.” We then jump to a darkened New York apartment circa 1933, where Italian mobsters menace and murder a blonde moll, and then to a bar, where the same galoots torture its owner, Fat Moe (Larry Rapp), to learn a man’s whereabouts.

The guy they want is David “Noodles” Aaronson (Robert De Niro). He’s a Jewish gangster who ran afoul of the Italians that permitted the bootlegging empire he ran at Fat Moe’s with friends Max (Woods), Patsy (James Hayden) and Cockeye (William Forsythe) — all of whom recently died in a firefight with cops.

Noodles’ idea of being on the run is to hole up in an opium den where the smoke cuts through all social strata. Surrounded by people in tuxedos and tatters, Noodles pulls from his pipe with harrowing, desperate, hearty huffs; it’s an almost infantile dependency on the high. As we plummet into his memories — and see him, Max, Patsy and Cockeye high on the hog at a party of the past — a telephone rings … and rings … and rings … and rings. It continues beyond measure and reason to become a temporal taunt. At one point, Noodles picks up a phone presumably to answer, but he’s actually placing the call we’re hearing, which, after 24 rings, is finally answered. More on that phone in a moment.

In a quick set of scenes, Noodles escapes the opium den, (perhaps too) easily saves Fat Moe and hightails it to a train station. There, Noodles finds an empty locker where the gang’s rainy-day funds should be and hitches a ride on the next train out, which happens to be Buffalo. As he waits, Noodles gazes upon a Coney Island mural in the terminal as a largely instrumental cover of the Beatles’ “Yesterday” begins. We hear one word in the lyrics (“suddenly”) and the shot kicks to a match cut of Noodles as an old man in the same place.

Suddenly, it’s 1968, and Noodles, summoned by a strange letter saying he must move his friends’ graves, is at this terminal again for the first time since he fled. Fat Moe’s is just another neighborhood bar. Whatever traces of Jewish identity that dotted the streets he grew up on are lost in a multicultural swirl. And the locker is again full of money — this time with money from an unknown source for Noodles to do “one last job,” assassinating a political figure with ties to his Prohibition days.

Now, back to that phone. In the studio cut, it rings only once, which seems inconsequential until you see a longer version and understand how blatantly it negates “America’s” very structure. To chop it so is to mute Leone’s authorial voice. By cutting from Noodles’ opium haze to a ceaselessly ringing telephone in his memories, Leone unmoors our expectations of conventional storytelling.

Before his death, Leone more or less confirmed the 1968 scenes are intended as a mental mirage — the wish-fulfillment fantasy of Noodles’ opium high. (When he arrives at Fat Moe’s as an old man, he’s literally able to start and stop a clock at will.) Why should we not also question subsequent footage of Noodles, Max, Patsy and Cockeye’s childhoods in 1920 or, for that matter, what we see of their heyday in 1932 and post-Prohibition downfall in 1933? There are just as many visual callbacks to the opium den — and allusions to Noodles’ faux future — in these segments as there are dreamlike tangents in the 1968 scenes. (Note the destination of a 1920 train heralded on a loudspeaker when the boys stash their first score of real money.)

If the phone’s incessant peal slingshots us to a cosmic anteroom where Noodles’ future isn’t real, we have to consider that his past, as shown, is mostly idealized as well — save for the most violent acts Noodles can never forget. The rest of the film? It could take place in the fluttering fermata of REM sleep, the descent of one grain of sand, the stutter of a second hand. We never know just when, how far and to where Noodles’ free-floating fever dream will catapult us. This structural elasticity is also a testament to De Niro’s chameleonic qualities. With boyish looseness in his younger scenes and pinched reticence in his later years, De Niro embodies Noodles with a nervousness, vigilance and violence he can never escape.

Ennio Morricone’s score underscores the film as a requiem for a life that hasn’t quite ended yet. Along with the telephone and the whistles, tocks and chimes of the film’s many clocks, “America’s” music also serves as a sort of mnemonic device as Noodles moves through time. Haunted by breathy pan-flute motifs, it’s as stunning as Nino Rota’s work on “The Godfather” — elegant and mournfully elegiac, enthralling in its grandiosity and cuttingly intimate. The quality of the studio cut aside, it seems impossible that an Oscar nomination would have eluded Morricone. However, proper paperwork allegedly was not filed and the score, which almost certainly would have trumped Maurice Jarre’s “A Passage to India,” was never considered.

Through Noodles’ self-ferried, self-destructive tour down a figurative river Styx, “America” reveals that its temporal misdirection isn’t the result of a broken compass. The raw, exposed neuroses, anxieties and emotions to come are far too impeccable for that. And even if you take the film at a face value of truth, it’s still a towering meditation on the corruptibility of America’s noblest democratic ideals.

As Noodles’ sixtysomething future vision of himself ambles through Fat Moe’s — now almost as barren, dusty and dilapidated as his very mind — he comes upon a peephole. As a teenager, Noodles peered through it to watch Moe’s sister, Deborah, dance ballet in a back room. Peeking through it once more as an old man, he again sees a dancing Deborah (Jennifer Connelly, in her film debut). After she meets his gaze and discovers him, Noodles nervously darts away. Leone holds on the hole, and when eyes return to it, they belong to the younger Noodles (Scott Tiler).

When Deborah bares her backside to him in a sexual tease, Leone quickly infers we’re seeing a preferred version of Noodles’ past. The more we learn about Deborah, whom Elizabeth McGovern plays as an adult, the less realistic this pubescent provocation seems. If Noodles sees Deborah as porcelain to be preserved and protected, she sees him as scuffed, tarnished metal — forged for purposes of violence and vice and no longer malleable to the mannerisms of normal men. In that way, she objectifies him as much as he does her — only at a level of social curiosity and not sexual desire. Noodles is the rough boy into whose salacious world she may want to occasionally escape but to whose passions she’d never commit. Seeing her expose herself to Noodles in a false fantasy feels like his mentally retroactive justification for the rape he will eventually commit against her.

Besides that violent act, nearly every interaction Noodles has with Deborah besides that feels like his manufactured, idyllic fantasy, which may inform McGovern’s tendency toward blank expressions and monotone line reads. Perhaps it even speaks to Leone’s casting choice, given that young McGovern was a doppelganger for Elizabeth Taylor. The film’s “intermission,” which arrives three hours in, is also suspect, a sort of Hollywood farewell in Noodles’ own mind while he gazes at Deborah’s departure on a train after he has defiled her. Taken that way, Leone may well be commenting on the act of filmmaking as a forum for the foulest thoughts many people dare not make real.

Back in the 1920s, we’re also set adrift on Noodles’ memories of boyhood, the gang with whom he became fast friends and the irreversible incident that solidified his future and his fate. Leone frames these events in vibrant vistas of streets, steam, squalor and spectacle, on sets that seem to stretch for blocks and blocks. It’s the sort of verisimilitude you’d be lucky to find in one digital establishing shot today, and these scenes are transporting in their detail and scope.

He also suggests that, with the exception of Noodles, these kids are wildly in over their heads — merely playacting adult villains about whom they’ve read in the newspapers. One particularly great scene shows a young Patsy (Brian Bloom) planning to trade an expensive creampuff dessert for sex with a local prostitute. As he waits outside her door, he hesitantly eyeballs the delicacy and, after brief deliberation, voraciously devours it. It illustrates both the boys’ tendency toward instant gratification, as well as the allure, and danger, of surface temptations — especially to those who, unlike Noodles, are unwilling to lose themselves to the dirty work it demands.

When a rival brutally murders the gang’s youngest member, only Noodles seizes the initiative to retaliate — errantly knifing a cop in the process. As Max, Patsy and Cockeye chase the paddy wagon that will put Noodles away for 12 years, Noodles’ face looms large in the frame as endless brick dwarfs his friends. While he’s in the stir, the trio converts Fat Moe’s from a Hasidic hotspot into a scintillating speakeasy. Upon his release, they’re eager to share their wealth — especially Max, who feels like he usurped the life meant for Noodles. Among the group, the bond is strongest between these two, and although Woods’ role remains very limited, even in this longer cut, his motivations and conflicts are bolstered: What is Max’s statute of limitations on shame, guilt and penance for what happened to Noodles, and will the blaze-of-glory death we know is coming for him somehow even the karmic score?

Although he’s now part of the high life he always wanted, Noodles is dismayed to learn Italian mobsters are sponsoring the gang in exchange for their services as dirty-deed yes men. Noodles views Italians as an inferior race, and this ethnic insecurity only feeds his rage — culminating in his rape of a woman during a diamond heist in which the Italians explicitly directed the group to go easy on her.

This explosion of violence is clearly intended for almost anyone other than Carol (Tuesday Weld). As he thrusts, he’s thinking of the elusive Deborah (whom he will also later attack), the smug Italian boss at whose pleasure they serve (Joe Pesci), the slovenly capo who barks out their orders (Burt Young). But he takes it out on Carol, later revealed — perhaps again as his own mental equivocation — to be a prostitute. She’s a whore, Noodles rationalizes, so she probably liked it anyway.

Because the studio cut omits the structure of Noodles’ stream-of-conscious storytelling from both rape sequences, they feel like little more than violence for violence’s sake. Here, in both instances, purposeful sound design of squawking birds dots the scenes that immediately follow each rape — the animals’ agonizing cries nearly indiscernible in pitch from the “No’s!” we hear from both Deborah and Carol. In those echoes, it’s hard not to hear “Telltale Heart”-esque shame in Noodles or Leone mulling over the context it suggests in our nation’s founding — a rape of land, people and resources for instant gratification. (“This country’s still growing up,” Noodles and the fellas say. “Some diseases it’s good to have while you’re young.”)

More than halfway through, Williams shows up as Jimmy O’Donnell, a Socialist activist whom Noodles and his gang take up as a pocket-lining cause in a union war. If any plot thread feels abandoned, it’s this one, which serves little purpose other than to set up Williams as a shadowy villainous figure in the 1968 scenes. Of greater impact are thematically rich dastardly deeds that surround it, chiefly a hospital baby-swap meant to take revenge on a meddling police chief (Danny Aiello). It combines a truly Kubrickian chill with a Marx Brothers comic-chaos visual aesthetic.

The ransom seems simple: Leave us alone, and you’ll get the right baby back. But the men casually slough off the revelation that they’re unsure which child is the right one, and that they also switched a bunch of them in their hustle and haste. It’s not just the obliteration of an enemy, but a God-playing dictation of fate that invades helpless families. What initially seems a throwaway bit comes to feel like they are the fathers of many fetid sons that will take their turn chipping away at the country.

Both the 1933 and 1968 segments resolve themselves in betrayals and revelations, and they feel tragic even if one of them never truly happens. I wouldn’t dare spoil either one, other than to say they consider alternately tough and tender resolutions to the questions of violence, friendship and forgiveness that the foursome share.

Following the resolution of the 1968 portion, “America’s” final shot is a freeze-frame on Noodles’ face, bombed and beaming in the opium den circa 1933. It’s a seemingly definitive answer to the question of whether the film ends with the peace of a nice real memory Noodles lived or a happy wish that never really came to pass.

Considering the way “America’s” hacked-at legacy broke Leone’s spirit, it’s difficult not to envision Noodles’ last smile as a metaphor for the memory of the movie Leone must have had in his mind. The one we will never truly see in the six-hour version he envisioned. The one that could have come from 10 hours of footage. However distorted the rose-colored prism may be through which he views it, Noodles comes to terms with his past. There remains compromise, too, in this technically “incomplete” vision of the film, but that doesn’t mean it’s not a masterpiece. Lost scenes aren’t all that has been restored; it’s Leone’s legacy as a creator of art as profound as it was popular. Only now is “Once Upon a Time in America” a film about which we, and he, can finally be at peace.