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Early in , Brooke Shields was offered the role of Deborah Gelly after Leone had seen The Blue Lagoon , saying that "she had the potential to play a mature character".

A writers' strike delayed the project, and Shields withdrew before auditions began. Joe Pesci was among many to audition for Max. He got the smaller role of Frankie, partly as a favor to his friend De Niro.

Danny Aiello auditioned for several roles and was ultimately cast as the police chief who coincidentally shares his surname.

Claudia Cardinale who appeared in Once Upon a Time in the West wanted to play Carol, but Leone was afraid she would not be convincing as a New Yorker and turned her down.

The film was shot between 14 June , and 22 April Leone tried, as he had with Duck, You Sucker! In the early days of the project he courted John Milius , a fan of his who was enthusiastic about the idea; but Milius was working on The Wind and the Lion and the script for Apocalypse Now and could not commit to the project.

For the film's visual style, Leone used as references the paintings of such artists as Reginald Marsh , Edward Hopper , and Norman Rockwell , as well as for the sequences the photographs of Jacob Riis.

Most exteriors were shot in New York City such as in Williamsburg along South 6th Street, where Fat Moe's restaurant was based, and South 8th Street , but several key scenes were shot elsewhere.

Pete Beach, Florida. The shooting script, completed in October after many delays and a writers' strike between April and July of that year, was pages in length.

By the end of filming, Leone had eight to ten hours worth of footage. With his editor, Nino Baragli, Leone trimmed this to almost six hours, and he originally wanted to release the film in two parts, each three hours.

However, the American wide release was edited further to minutes 2 hours and 19 minutes by the studio, against the director's wishes.

The musical score was composed by Leone's longtime collaborator Ennio Morricone. The film's long production resulted in Morricone's finishing the composition of most of the soundtrack before many scenes had been filmed.

Some of Morricone's pieces were played on set as filming took place, a technique that Leone had used for Once Upon a Time in the West.

The score is also notable for Morricone's incorporation of the music of Gheorghe Zamfir , who plays a pan flute. At times this music is used to convey remembrance, at other times terror.

Zamfir's flute music was used to similarly haunting effect in Peter Weir 's Picnic at Hanging Rock A soundtrack album was released in by Mercury Records.

Besides the original music, the film used source music , including:. Several different versions of Once Upon a Time in America have been shown.

The original European release version , minutes was shown internationally. The film was shown in limited release and for film critics in North America, where it was slightly trimmed to secure an "R" rating.

Cuts were made to two rape scenes and some of the more graphic violence at the beginning. Noodles' meeting with Bailey in was also excised.

The film gained a mediocre reception at several sneak premieres in North America. Because of this early audience reaction, the fear of its length, its graphic violence, and the inability of theaters to have multiple showings in one day, the decision was made by The Ladd Company to make many edits and cut entire scenes without the supervision of Sergio Leone.

Other major cuts involved many of the childhood sequences, making the adult sections more prominent.

Noodles' meeting with Deborah was excised, [ vague ] and the scene with Bailey ends with him shooting himself with the sound of a gunshot off screen rather than the garbage truck conclusion of the minute version.

In the Soviet Union, the film was shown theatrically in the late s, with other Hollywood blockbusters such as the two King Kong films.

The story was rearranged in chronological order and the film was split in two, with the two parts shown as separate movies, [24] one containing the childhood scenes and the other comprising the adulthood scenes.

Despite the rearranging, no major scene deletions were made. A network television version was shown in the early to mids with a running time of almost three hours excluding commercials.

While it retained the film's original non-chronological order, many key scenes involving violence and graphic content were left out.

This version was a one-off showing, and no copies are known to exist. In March , it was announced that Leone's original minute version was to be re-created by a film lab in Italy under the supervision of Leone's children, who had acquired the Italian distribution rights, and the film's original sound editor, Fausto Ancillai, for a premiere in at either the Cannes Film Festival or Venice Film Festival.

The restored film premiered at the Cannes Film Festival, but because of unforeseen rights issues for the deleted scenes, the restoration had a runtime of only minutes.

On 3 August , it was reported that after the premiere at Cannes, the restored film was pulled from circulation, pending further restoration work.

The U. The initial critical response to Once Upon a Time in America was mixed, because of the different versions released worldwide.

While internationally the film was well received in its original form, American critics were much more dissatisfied with the minute version released in North America.

This condensed version was a critical and financial disaster, and many American critics who knew of Leone's original cut attacked the short version.

Some critics compared shortening the film to shortening Richard Wagner 's operas, saying that works of art that are meant to be long should be given the respect they deserve.

Roger Ebert wrote in his review that the uncut version was "an epic poem of violence and greed" but described the American theatrical version as a "travesty".

It was only after Leone's death and the subsequent restoration of the original version that critics began to give it the kind of praise displayed at its original Cannes showing.

The uncut original film is considered to be far superior to the edited version released in the US in The website's consensus reads, "Sergio Leone's epic crime drama is visually stunning, stylistically bold, and emotionally haunting, and filled with great performances from the likes of Robert De Niro and James Woods.

The film has since been ranked as one of the best films of the gangster genre. As the film begins and ends in , with Noodles hiding in an opium den from syndicate hitmen, and the last shot of the film is of Noodles in a smiling, opium-soaked high, the film can be interpreted as having been a drug-induced dream, with Noodles remembering his past and envisioning the future.

Many people including Schickel assume that the Frisbee scene, which has an immediate cut and gives no further resolution, was part of a longer sequence.

Despite its modern critical success, the initial American release did not fare well with critics and received no Academy Award nominations. From Wikipedia, the free encyclopedia.

Theatrical release poster by Tom Jung. Warner Bros. United States Titanus Italy. Release date. Running time. United States [3] Italy [3].

Ennio Morricone. Archived from the original on 12 October Retrieved 11 October British Film Institute.

Retrieved 1 February European Audiovisual Observatory. Archived from the original on 24 June Retrieved 17 February Archived from the original on 29 September Retrieved 22 October Archived from the original on 2 June Retrieved 2 June The Independent.

Archived from the original on 2 April Retrieved 26 March London: Faber and Faber. Archived from the original PDF on 5 March Retrieved 27 March Turner Classic Movies.

Archived from the original on 16 July Retrieved 25 March The New York Times. Loews Hotels. Archived from the original on 21 November Retrieved 29 March Archived from the original on 11 December Retrieved 14 January Google Maps.

Retrieved 25 June Archived from the original on 7 October Retrieved 19 May Retrieved 24 March All Media Network.

Archived from the original on 22 November Box Office Mojo. The Numbers. Boston, Massachusetts : Da Capo Press. Archived from the original on 10 April Carnival of Venice.

Archived from the original on 23 September CreaTVty, Westbrook. Archived from the original on 10 November Archived from the original on 9 July Retrieved on 5 June The Guardian.

Archived from the original on 14 February Retrieved 12 December Daily Variety. DVD Talk. Just leave us a message here and we will work on getting you verified.

Sergio Leone's epic crime drama is visually stunning, stylistically bold, and emotionally haunting, and filled with great performances from the likes of Robert De Niro and James Woods.

Rate this movie. Oof, that was Rotten. Meh, it passed the time. So Fresh: Absolute Must See! You're almost there! Just confirm how you got your ticket.

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The movie's four hours long, but no one had the time to write a single real character. Paul Attanasio. This would-be epic schlep, dragging almost 50 years of chronology over a sluggish minutes, is far too slight of text and ponderous of presentation to sustain more than nodding-off dramatic interest.

Gary Arnold. Adding 22 minutes only enhances Leone's brilliant saga of guilt and betrayal. Lou Lumenick.

Sergio Leone's languid, lovely and lengthy ode to Lower East Side mobsters more specifically, mobster films David Fear.

Leone is less interested in arousing an audience's easier emotions than in presenting, at a dispassionate distance, the horror of two men warily walking toward each other on a tightrope suspended above the snake pit of their , deepest compulsions.

Richard Corliss. Every gesture is immediate, and every gesture seems eternal. Dave Kehr. Josh Larsen. The cinematographic style has evolved, but it's still unmistakably reminiscent of his earlier projects.

Mike Massie. A stratosphere-scraping citadel of cinema, nearly everything about Leone's last film - and greatest masterwork - speaks to the grand illusion of the American Dream.

Dom Nero. Jeffrey M. A tale of haunting introspection, unremitting power and potent symbolism. Nick Rogers. While Sergio Leone's "Once Upon a Time in America" is not quite the masterpiece that some make it out to be due to its excess, there are still plenty of things to recommend about it.

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Once Upon a Time in America Critics Consensus Sergio Leone's epic crime drama is visually stunning, stylistically bold, and emotionally haunting, and filled with great performances from the likes of Robert De Niro and James Woods.

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How did you buy your ticket? View All Photos Movie Info. In , the elderly David "Noodles" Aaronson Robert De Niro returns to New York, where he had a career in the criminal underground in the '20s and '30s.

Most of his old friends, like longtime partner Max James Woods , are long gone, yet he feels his past is unresolved. Told in flashbacks, the film follows Noodles from a tough kid in a Jewish slum in New York's Lower East Side, through his rise to bootlegger and then Mafia boss -- a journey marked by violence, betrayal and remorse.

Sergio Leone. Dec 12, Warner Brothers, Embassy International Pictures. James Woods Maximilian 'Max' Bercovicz. Elizabeth McGovern Deborah Gelly.

Tuesday Weld Carol. Burt Young Joe Minaldi. Joe Pesci Frankie Minaldi. William Forsythe Philip 'Cockeye' Stein.

James Hayden Patrick 'Patsy' Goldberg. Sergio Leone Director. Harry Grey Writer. Claudio Mancini Executive Producer. Ennio Morricone Original Music.

Tonino Delli Colli Cinematographer. Nino Baragli Film Editor. Zach Staenberg Film Editor. Cis Corman Casting.

Joy Todd Casting.

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The opera symphony "Amapola", can be heard on several occasions in the film: Deborah dances to a jazzy version on the gramophone, Fat Moe's band plays the tune also jazzed-up in the speakeasy, and a strings version is heard during David "Noodles" Aaronson's date with Deborah.

The only word that Leone ever used in English was "Goodbye". During this time, he declared that part of the story would be set in Canada, with an important role prepared for Robert Charlebois.

Sergio Leone intended that the film be a tribute to early gangster films: Noodles's visit to his childhood house is similar to Dead End Noodles's nostalgia for the days of his youth was taken from High Sierra As in Angels with Dirty Faces , two boyhood chums grow up to be very different, and one of them visits their childhood hangouts, and remembers the old days.

The changing times bring a new era of unions and politics, similar to Bullets or Ballots The gangster Max who gradually turns paranoid comes from White Heat The suitcase at the train station pays homage to Cry of the City and The Killing The inscription "Your men will fall by the sword" was taken from Little Caesar The Chinese theatre scenes are a tribute to The Lady from Shanghai Actor Paul Herman on Sergio Leone : He said he'd give me a part without having to read, but I insisted on reading for it.

I got the part of Monkey, a bar owner. All the interiors were shot in Rome, except for my scene. That was done at McSorley's bar on East 7th Street.

Everyone else got round trip tickets to Italy. I paid cab fare back and forth to East 7th Street. To prepare a draft of the script, screenwriter Norman Mailer barricaded himself in a Rome hotel with whiskey bottles, boxes of Cuban cigars, and a typewriter for three weeks.

Mailer then had a meeting with Harry Grey to appropriately complete the draft, but Sergio Leone did not find it acceptable.

Sergio Leone was originally going to film Harry Grey 's autobiographical novel "The Hoods" in a normal linear narrative manner, but in the s, he began to expand the story into an epic semi-surreal tale, with a succession of screenwriters, including Norman Mailer and Stuart Kaminsky.

Screenwriter Stuart Kaminsky was brought in, as he was Jewish, and had written many s mystery tales, and so could realistically tie the film to the Jewish culture, and still maintain the mystery surrounding David "Noodles" Aaronson's life.

Kaminsky was also an admirer of Sergio Leone , and his work. According to Sergio Leone , over two hundred actors auditioned for the part of Max.

This sums up David "Noodles" Aaronson and Deborah's relationship: David "Noodles" Aaronson is enchanted and frustrated by Deborah, as she leads him on, and turns him down; and it is not until the play's conclusion, that she reveals her true feelings for him.

In the original script, Deborah Gelly was fifteen years old, but Elizabeth McGovern was twenty years old when shooting began, twenty-one years old when it ended, and twenty-two years old when the movie premiered.

The original script had Bailey as a Senator, but that was too high a profile for the purposes of the plot. Director Sergio Leone was noted for his dynamic use of the 2.

This film was his only film not shot in the 2. It's reported that part of the coffee scene was invented by Robert De Niro as an homage to Sergio Leone.

According to an interview with Stuart Kaminsky on the Special Edition DVD, the outline that was given to him was around two hundred pages.

Kaminsky was asked by Sergio Leone to fill in the dialogue in the two hundred-page outline. Kaminsky came back with a draft that was four hundred pages long, and Leone read all four hundred pages of the draft in front of Kaminsky as soon as it was given to him.

Jodie Foster and Daryl Hannah turned down the role of Deborah. Hannah specifically did Splash instead of this film. In the Chinese theater and opium den sequence, the puppet show was performed by Indonesian traditional arts called Wayang Kulit, not Chinese puppeteers.

This was James Hayden 's final film. The other is The Deer Hunter It took six writers, including director Sergio Leone , to adapt Harry Grey 's novel for this film.

In their childhood, the boys deal with hoods named Bugsy and Al Capuano. Brooke Shields was offered the role of Deborah Gelly in a conversation with Sergio Leone , but after a writers' strike, Shields didn't reach a financial agreement.

During a segment of the production shoot in Rome, some cast members got quite drunk on Sambuca one night and were seated around a table trying to imagine where they would each be in the future.

Sergio Leone was contracted to deliver a film that would run for two hours and forty-five minutes.

His final cut was nearly four hours long. The American distributors reacted by excising an hour and twenty-five minutes from the running time though Leone's intended cut was seen in its entirety in Europe.

Police Chief Aiello is played by an actor with the same last name, Danny Aiello. According to Sergio Donati , from to , all Sergio Leone had for the film was an opening scene: the corpse of an old gangster falls into the Hudson River and sinks to the bottom, where an underwater neighborhood of bodies is revealed.

Due to various edits and revisions over the years, this movie has been issued four separate MPAA ratings certificates , , , and In all four instances, the movie received an "R" rating.

Though there is an intermission, it arrives with an hour or so left of an over three and a half hour movie. The script was written in Italian by Leonardo Benvenuti.

According to Kaminsky, Benvenuti was primarily responsible for devising the visual scenes, Medioli maintained the epic nature of the film, and Kaminsky wrote all of the dialogue Kaminsky also collaborated with Robert De Niro to ensure the characterization between Max and David "Noodles" Aaronson was both similar and distinct.

In the early days of the project, Sergio Leone approached John Milius , a big fan of Leone, to work on the film.

Two perhaps deliberate musical anachronisms are present in the film: the song "God Bless America", heard at the beginning and end of the film in , is the version from This Is the Army ; and the song "Summertime" played by a jazz band at the beach when Prohibition is repealed, was composed in , two to three years after the repeal.

According to Thommy Berggren , he was considered for a role in the movie, and met Sergio Leone and Robert De Niro , but due to difficulties in adapting a convincing New York City accent, he declined.

Depardieu said that he was willing to learn English with a Brooklyn accent for the role. Julie Andrews and Kay Lenz were offered the role of Carol, but they turned it down.

Wonderful Leone eventually developed two westerns, Once Upon a Time in the West and Duck You Sucker , that, combined with this film, formed a second trilogy of films about "three historical periods which toughened America".

He even turned down an offer from Paramount to direct The Godfather to pursue this trilogy project.

The first bar of the Pogues song bears a strong resemblance to "Deborah's Theme. Though Joe Pesci played a gangster, he doesn't use foul language or kill anyone.

These are two things for which he's known when playing gangsters. Sergio Leone took the liberty of casting the voice actors for the film's original Italian dubbed version.

Due to rights issues, the Italian track on the DVD and Blu-ray of the theatrical version is a re-dubbed version created in for this version, Noodle's voice was provided by Stefano De Sando , who became De Niro's primary dubber after Amendola's death in , but the original dub was eventually restored and included on the home media releases of the Extended Director's Cut.

Some, including Sergio Leone, have suggested that the events in the s depicted in the film could be nothing more than an opium-fueled dream of Noodles.

However, it's not at all a realistic possibility to think that Noodles could have randomly imagined two unique things existing in the future that are known to be real: The Beatles song Yesterday, and the name Jimi Hendrix, both of which are heard in the s segment.

Franco Ferrini was a young film critic and great admirer of the films of Sergio Leone when Leone asked him to contribute to the film's script in the s.

In a interview, actress Diane Franklin made the following comments: "Fortunately, I never had to deal with the casting couch. I never had anyone say to me that I wasn't going to get a job unless I slept with them.

Stanley Kubrick wanted Ennio Morricone as a composer for A Clockwork Orange , and even after Morricone accepted, Kubrick asked Sergio Leone then at work on Duck You Sucker if Morricone was available, to which Leone replied he was still needed - which was absolutely not true.

The hospital scene with the babies, in which four gang men make "their business" while 'La gazza ladra' is sound, reminds Kubrick's movie.

Sergio Leone wanted his friend Sylvia Kristel to play the role of Carol, but the producers did not agree on the actress's participation and told the director to employ the "famous Hollywood star.

Police Chief Vincent Aiello was a Captain in an early draft. In the garbage truck scene, it was not James Woods , but an actor made up to look like Woods.

This lent a sense of ambiguity to the event. Robert De Niro suggested that James Woods wear a set of perfect, bright white teeth to demonstrate Secretary Bailey's wealth and vanity.

The producers balked at the cost, so De Niro paid for them himself. The film premiered at the Cannes Film Festival in its original running time of three hours and forty-nine minutes, but in its American release, the film was heavily edited by The Ladd Company against Sergio Leone 's wishes , and cut down to two hours and twenty-four minutes.

This version scrapped the flashback structure Leone used, and instead arranged all of the scenes in chronological order a well-meaning, but ultimately demeaning and criticized move.

Most of the major cuts were in the childhood scenes, making the scenes the most prominent part of the film. David "Noodles" Aaronson's meeting with Deborah was removed, and the film's "garbage truck and opium den" conclusion was altered to Secretary Bailey shooting himself off-screen.

This version flopped in the U. Some critics compared shortening the film to shortening Richard Wagner 's operas some of which run over five hours , saying that works of art that are meant to be long should be given the respect they deserve.

According to James Woods , the question he's been asked the most is whether Max died in the garbage truck. To this day, he has no idea.

Sergio Leone hinted that the final scene of the film David "Noodles" Aaronson hiding in an opium den in , high on opium could suggest that the film was a dream and vision induced by opium.

Opium users often report of experiencing vivid fantasies, which tend to explore the user's past and future. Vehicles are used as a barrier in Max's first and last appearances in the film.

While trying to discreetly pickpocket a drunk, the boys time their move with a passing carriage that will block them from a police officer's view.

Max sits atop this carriage. In Max's final scene, he walks behind a passing garbage truck, where he presumably but not conclusively jumps into the auger to commit suicide, out of Noodles's view.

But a Hollywood writers' strike delayed the project, and Shields dropped out before anything came of it.

Leone first approached De Niro about the film back in , when his "pitch" basically consisted of him enthusiastically telling De Niro the story through a translator; Leone never spoke English very well.

De Niro was mildly interested, but he wasn't familiar with Leone's work Years later, when the screenplay was finished, Leone again approached De Niro, who now eagerly accepted.

The actor called the producer into his bathroom and said, "I can't do the movie. Milchan said surely it was unintentional, but De Niro was convinced it was a power play, like Leone was marking his territory.

Milchan smoothed things over somehow, and De Niro eventually committed to the film. After the nine-month shoot, Leone had eight to 10 hours' worth of material.

He trimmed it down to six hours, hoping to release it in two three-hour parts, but the producers were having none of that.

So he reduced it to minutes—four and a half hours—but it still wasn't enough. He chopped out another 40 minutes, and this minute version is what premiered at the Cannes Film Festival and subsequently played in European theaters.

American distributors butchered the film even more, cutting out another 90 minutes and rearranging the scenes into chronological order no more flashbacks , which rendered the movie incomprehensible.

The American version flopped, of course, and Leone was devastated. A Martin Scorsese-led effort to restore Leone's original version resulted in a minute cut playing at Cannes in , but some 18 minutes were still missing due to legal issues over who owned the missing scenes.

The minute version is now available on Blu-ray and DVD. Someday, perhaps the complete version will be restored. The actress who would later turn heads and earn awards for her roles in films like A Beautiful Mind and Requiem for a Dream was 12 years old when she was cast as the young ballerina-in-training Deborah.

After a childhood career in modeling and TV commercials, it was the first real acting she had ever done. Jim Henson's Labyrinth came along shortly thereafter, and she's been a consistently busy and in-demand actress ever since.

At the end of the film, Max—now living as a politician named Bailey—asks Noodles to kill him. Noodles declines.

But right after this, he sees a man who could be Max standing near a garbage truck, who then seems to disappear into the back of it, ground up with the trash.

Was it Max? Was it someone else? Did it even really happen? Woods has no idea. He said Leone wanted there to be some ambiguity.

To that end, the director used Woods' stand-in for the garbage truck scene—someone who resembled him from a distance but didn't necessarily have to be him.

De Niro is a famously intense and thorough actor who truly "lives" in his roles. Woods, not so much.

I'm tired of the Actors Studio bullshit that has ruined movies for 40 years. It's 4 a. Just say the lines and get on with it! Leone and De Niro had their different approaches, but one thing they had in common was perfectionism.

According to one of the screenwriters, Leone did 35 takes of a large and expensive crowd scene, only to insist on one more because he noticed a kid in the crowd looking directly at the camera.

The lengthy, arduous process of shooting a four-hour epic would take its toll on anyone, but especially someone who was already obese and in his 50s.

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