After the international success of his "Man with No Name" Western trilogy starring Clint Eastwood, which included the films A Fistful of Dollars (1964), For a Few Dollars More (1965) and The Good, the Bad and the Ugly (1966), director Sergio Leone was already hard at work planning an ambitious passion project--one that he believed in so strongly that he turned down several offers, including the chance to direct an adaptation of Mario Puzo's The Godfather in 1972 (which was then given to director Francis Ford Coppola). For over a decade, Leone struggled to bring Harry Goldberg's semi-autobiographical novel The Hoods (written under the pseudonym Harry Grey) to the screen. By 1984, Leone's dream was finally realized when his epic Once Upon a Time in America debuted at the Cannes Film Festival. The film received glowing reviews from critics and was well-received by audiences at the festival, who gave the film an enthusiastic 15-minute standing ovation.

Unfortunately, American audiences did not see this original version of Leone's film, but instead a drastically edited 139-minute cut carried out by The Ladd Company (the American distributors for the film), which not only removed 90 minutes, but also inexplicably and recklessly took artistic license by rearranging scenes into chronological order--all without Leone's consent and input. The result was devastating, leading to a disastrous box office turnout, with critics panning what amounted to a hollow shell of Leone's masterwork and what would be the director's last film. As Roger Ebert quipped, after seeing both the Cannes release (known as the "European Cut") and the hacked-up American version, "This was a murdered movie..."

Once Upon a Time in America takes place in New York City, following a group of Jewish gangsters over the course of five decades: from their childhood, through their exploits during Prohibition and ending with their reunion later in life. They are bound by not only the criminal activities in which they orchestrate and take part in together, but by fierce loyalty and friendship to one another - a bond that is later tested when one betrays the other. The group is led by best friends Noodles and Max, with the adult versions of the characters played by Robert De Niro and James Woods. Over the course of the film's long development and pre-production, however, De Niro and Woods were not originally considered for the roles. Initially, Leone had cast Gérard Depardieu as Max, with Jean Gabin to step in as the aging Max. For Noodles, Leone wanted Richard Dreyfuss, who was one of the biggest stars at the time, and retired Hollywood legend James Cagney as the older version of the character. Leone toyed with casting several other prominent actors in the lead roles, including John Malkovich, Tom Berenger and Harvey Keitel. Eventually, Leone found his two leads in De Niro and Woods, rounding out an impressive cast with the young Elizabeth McGovern as Deborah (with Jennifer Connelly making her film debut as the young Deborah); Burt Young, best known for his role of Paulie in the Rocky series; Tuesday Weld; and Joe Pesci as Frankie, who was cast by Leone in the role as a favor to De Niro, a good friend of Pesci's.

In 1973, 11 years prior to the film's release, Leone met with De Niro to get a feel for the actor and to gauge his interest in the project, which was in the beginning stages of development. Their first meeting did not go as planned, with De Niro offended by Leone's behavior thinking the director was trying to assert some sort of dominance over him. Fortunately, the film's producer Arnon Milchan was able to ease any concerns between the actor and director, and the two worked very well together. Leone was known for his relentless perfectionism, often calling for dozens of takes of crowded, expensive scenes. De Niro was also known for his perfectionism, which was a natural fit for Leone's style. De Niro's co-star, James Woods, felt differently. He was often annoyed by De Niro's embrace of the "method" acting that was and is synonymous with the famous Actors Studio. Despite Woods's opinion on De Niro's acting style, he was quite proud to be part of the film and has said on multiple occasions that he considers it to be Leone's best work.

While Once Upon a Time in America is set in the gritty streets of New York City, the vast majority of the film was shot at the legendary Cinecittà Studios in Rome, Italy, as well as on location filming in Paris, Montreal and St. Petersburg, Florida. However, some filming did take place in New York, specifically in the Williamsburg neighborhood in Brooklyn, which was a predominately Jewish neighborhood. The notoriously detailed-oriented Leone made sure all of the locations within the neighborhood were absolutely authentic, successfully transforming the area to look like it once did in the 1920s.

Leone took nine months to film Once Upon a Time in America with a goal of releasing two films, running about three hours each. He was forced to compromise and cut the film down to 269 minutes, which was not going to fly with the film's producers. Leone compromised once more, trimming the film down to 229 minutes, which is what the audiences at Cannes and throughout Europe saw when it was released in 1984. In 2012, director/producer and champion of all things film, both foreign and domestic, Martin Scorsese worked diligently to restore as much of Leone's original cut as possible, resulting in a cut lasting 251 minutes, which debuted at Cannes that year and is now available on home video.

Unfortunately, the remaining 18 minutes in Leone's original cut are unavailable due to various legal issues over ownership of those scenes. Unlike other "incomplete" films, such as Orson Welles's The Magnificent Ambersons (1942), the "missing" footage exists, leading many to believe that it will be available to watch as Leone originally intended.

Director: Sergio Leone
Screenplay: Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco Ferrini and Sergio Leone
Producer: Arnon Milchan
Cinematography: Tonino Delli Colli
Editing: Nino Baragli
Music: Ennio Morricone
Cast: Robert De Niro (Noodles), James Woods (Max), Elizabeth McGovern (Deborah), Treat Williams (Jimmy O'Donnell), Tuesday Weld (Carol), Burt Young (Joe), Joe Pesci (Frankie), Danny Aiello (Police Chief Aiello) and William Forsythe (Cockeye)
C-229 min

References
https://www.mentalfloss.com/article/70066/13-epic-facts-about-once-upon-time-america https://books.google.com/books?id=mcoBAAAAMBAJ&pg=PA16&hl=en&source=gbs_toc_r&cad=2#v=onepage&q&f=false
https://www.rogerebert.com/reviews/once-upon-a-time-in-america-1984

By Jill Blake