Technical:Very good DVD reproduction; audio, visual clarity, scene changes, etc.
The Story: Outstanding story line, excellent character and role development, excellent timeline (chronological) progression with mostly understandable flash-backs (a few switches you have to pay attention to). Doesn't romanticize mobsterism / thuggery as The Godfather did. Provides good mental picture of cultural and ethnic diversity and clashes - was it really like this?
Movie Making: Great script, scenes, direction (really good, homogenous flow), brought out the actors' best efforts.
Acting: Very good by almost everyone, even the bit players.
Overall: Exellent example of the best in movie-making without today's pyrotechnics and extreme stunts. Excellent value.

I had this stacked on our DVD collection and pulled it our on a whim. Excellent film. At first we were making fun of the staginess of the scenes then at some point the whole thing starts to make sense. A lot better than the reviews. It will stick with you.

I enjoyed this film when I viewed it on a non cable channel and enjoyed it. But when I bought it I was shocked at how disgusting and perverted it is. There are all kinds of sex acts going on between minors, and teenage prostitutes, it is just terribly disgusting. There are numerous scenes of full frontal nudity many scenes of rape with nudity and unusual positions (if you know what I mean) during the scenes, it is disgusting. I am a huge fan of Robert De Niro I own The Godfather Part II, Raging Bull, The King of Comedy, The Deer Hunter, GoodFellas, Casino, Analyze This, Analyze hat and Midnight Run. But this crossed the line between tasteful and disgusting, see it on television but do not dignify this perverse behavior. The only interesting part is the acting of Robert De Niro, Burt Young, and Joe Pesci.

Director Sergio Leone has produced an ambitious, complex, and moving portrayal of Jewish gangsters in the early 20th century. When the aged former mobster Noodles Aaronson (Robert DeNiro) is summoned back to New York, memories of his childhood gang and subsequent rise in organized crime resurface, as does the mystery of what happened to the money the gang had been pooling since their first days together. The answer to that question--and the payoff to this fine film--renders one of the most moving portraits of betrayal and wasted lives that I have ever seen committed to film. James Woods delivers an explosive performance, as always.

The movie action was great(I've watched it several times) but I can never figure out the ending. I'll watch it again in a month or two.

There have already been nearly 300 reviews of this film posted and I will not add to the large amount of commentary except to say that it is a grievous mistake to call this a "Mafia" movie. The gangsters are Jewish and there was a very real subculture of gangster activity among the immigrant Jews in New York. They may have crossed paths with Italian gangsters from time to time, but retained their own structure and organization. Secondly, this is surely not a great DeNiro performance. It takes nothing away from DeNiro's greatness to say that he virtually sleepwalks through this movie. That's fine, really, not everything this master does is great, as people who have seen some of his real clinkers know.

If you are into mafia movies, or just like GOOD movies, this film is for you. De Niro is fantastic, as normal. Buy It, you will not regret it.

I first saw this in a severely edited version in a theatre and was dumbfounded. How could Warners do this to a great director like Leone? Subsequently I did see the uncut version on DVD and many scenes that were confusing now make sense. DeNiro has never been better than in his final scenes with Woods who was also excellent (they would re-unite for the last time in "Casino", a lesser film)and the supporting cast is great with a young Joe Pesci and Treat Williams as a Hoffa like union organizer. My only complaint here is why did they not age Elizabeth McGovern? As the other characters age, she remains youthful. Outside of this flaw, this film is a near classic in the tradition of "Godfather"

remembrance rewards greed lust gruesome lingering anamorphic fundamental fulfilling fearsome futile merrily drunk deranged minimalist monger murderers mayhem scotch scattered opium coins fleshly fate jester bribe
buy bones mole blunder banter accomplish continue carouse smile smitten rape rapture love truly we give

Great movie - yet another example on how each new ethinic immigrant population had to fight to have a place in the U.S. L`Chaim

OUATIA is an epic film in every sense. It follows the life of 'Noodles' (Robert De Niro) from early adolesense to adult and then as an older man discovering the truth about his past that he thought was dead and buried.

The cast are superb with DeNiro and James Woods as Max (at his most charismatic) playing the two leading roles roles. In the fact if anything the sections with the younger actors playing the adolesent Noodles and Max were probably even better.

Leone's view of the American gangster era is a little more poetic than say Goodfellas and The Godfather. The pace of this film is more measured. Its beautifully shot and a wonderful looking film. When the violence happens though, it is as viseral as anything you will find in those other two great gangster films. In particular there are two rape scenes, which whilst not that explicit tell you a lot about 'Noodles' attitude to women.

One of the characters in the film is called James Conway O'Donnell (as displayed in the cast list), but he is referred to as Jimmy Conway in the film. Interestingly Jimmy Conway was DeNiro's character in Goodfellas.

For me its just short of 5 stars. The reason is the length. At three hours and 40 minutes its just too long. I felt that it could have been trimmed a little (say 20 mins) and the film would have a little sharper. But this is a very minor critcism of what is otherwise a superb film.

I didn't read all the reviews so I may be covering old ground. It was 1954, I was a precocious 12 year old in a Times Square book store when I picked up the book "The Hoods" by Harold Grey and it has remained a favorite throughout the years.

This book was the basis for Leone's movie and like all film makers he butchered [a cinematic technical term] the original story. Perhaps he could not deal with the book's complexities in a visual sense and for some dopey [another cinematic technical term] reason he had to tack on an ending that was totally superfluous to Mr. Grey's story.

So, if you didn't read the book, buy it now. It will make your experience of the story much, much richer.

I gave the movie 5 stars because as a stand-alone movie it is excellent - the performances were outstanding, the sets magnificent and the evocation of a time long gone priceless. The best part for me was seeing the story's beginning on the Lower Eastside prior to World War I. That part was relatively true to the book. It was very much the same as when I walked those [Jewish Ghetto] streets in the 1950's.

Lastly, although the novel chronicles the rise and fall of a group of Jewish mobsters - it also gives an insight to the history and birth of the crime syndicates that exist to this day.

One of the greatest movies ever made. There are scenes that aren't cut that you might not remember because of TV versions.

I just finished watching the 229 minute version of Once Upon a Time in America, and I have to say it was a disappointment. It is by no means a terrible movie, and you can see what Leone was trying to do, but he just doesn't pull it off. I can forgive the time shifts and flashbacks; those are easy to follow (if you overlook some glaring anachronisms), but it's the less-than-stellar directing, sometimes wooden acting (especially by the child actors) and the patchy script that I had trouble with. Don't get me wrong, the movie was interesting and I didn't mind watching it for the most part, but to call this one of the greatest films (or even gangster films) of all time, is far too kind. It's a decent movie that is perhaps worth one viewing, with mostly good acting by De Niro and some others, but there are many flaws that keep this off any "best of" list I can think of. If you're got three hours to kill and are curious - check it out. If you want a masterpiece, look elsewhere.

First of all, avoid the shortened version like the proverbial plague. The only one a serious moviegoer should invest his time watching is the full length film, which clocks in at 227 minutes.

Secondly, to attempt to summarize this film would be to do it an injustice. No matter how well intentioned, there is no way a capsule review could begin to properly illustrate how powerful, moving and ultimately surprising this movie really is. Robert de Niro's "Noodles" is quietly understated...yet, it is his story that we follow from start to finish. A truly outstanding performance from a master of the genre.

James Woods gives his character, Max, his usual intensity. Beyond this, he also fleshes out the individual so we feel we know him at many different levels. Still, the question "do we REALLY know Max?" constantly confronts the viewer throughout the film. His quick shifts from shrewd wisdom to angry confrontation rings true. The end result is that the story of these two criminal friends, covering the years from youth to old age, is believable every step of the way.

The other cast members are all up to the task. Far too many to name individually, suffice it to say that "the gang" and the adversaries are equally outstanding. Director Sergio Leone, who had already created several masterpieces (The Good, the Bad and the Ugly; A Fistful of Dollars; Once Upon a Time in the West) surpasses them all (in my opinion) with this opus.

Hint: Approximately the first half hour of the long version (again...do yourself a favor and don't waste your time and money on the short one) makes no apparent sense. Or so it would seem, as we time-hop back and forth from era to era. DO NOT GIVE UP! When Noodles takes a look through a hole in the wall at a dancing girl, you can be assured that the story is finally beginning to coalesce. Everything you have seen prior to that is foreshadowing, and will make complete sense by the time you've reached the conclusion.

The film is great, really great, but these discs don't do it justice. The extras are pretty non-existent, only an excerpt from a longer documentary about Leone. They should have at least put on the whole thing.

The reviewers are right about the annoying break between the discs. I believe it was done for the inclusion of the commentary, but the commentary isn't up to the standard of Sir Christopher Frayling on the "Dollars" films, so they needn't have bothered really.

One grows weary of American complaints about "glacial" pacing, "turgidness" and questions like "Does it really need to be this slow?" Too many of us have no patience for the development of character and story. We seem to say, "Don't show me what these people are all about, just tell me and get on with it." In the process we grow more shallow day by day. I suppose that's why so many people these days have no patience for Marcel Proust. They have no idea what they are missing. And so it seems to be with some viewers of "Once Upon a Time in America." Well, I say baloney. This is a beautiful piece with a gorgeous soundtrack and it draws you in gradually, bit by bit, until you are entirely engulfed in the progress of the film and the development of the characters. It is, in a way, like a beautifully-formed choreography. Choreography rushed is not beautiful. So, when and if you watch this film, sit back, relax, and enjoy the dance. Glacial? Bah, humbug.

Great Story Beautifully Executed:

Once Upon A Time In America relates the story of the socalled "Jewish Mafia" in New York. The story's great, the acting and direction are superb, including the sensitive rendition of the color spectrum. I recommend it highly.

Please do not get bogged down when you see that the running time in 229 minutes. You will understand the whole work only after you watch the full movie. Its a gangster movie, but of a different kind. It just does not concentrate on the brutal activities, but explores the characters over several decades which passes by at a moderate pace. It observes the proceeding in great detail, which runs with the risk of being termed slow, but, its not really slow. It develops the characters and the life they will live gradually through a series of incidents at different points of their life - through a brilliant set of flash-backs and flash-forwards. Its difficult to say exactly whether this was first of its kind of story telling in 1982, but definitely smart and intelligent. Yes, it makes the job to assimilate the story more difficult (I could follow the story much better on second viewing), but once you understand it, you will appreciate its innovativeness. What I also liked was the use of color in the movie. Throughout the movie, we can observe the omnipresence of the color of dead leaves... when the leaves (of memory!) are fallen on grounds by winter... we are bound to think of a time that has passed long back with a sigh of melancholy.
Another asset of this movie is the music. Ennio Morricone is simply a genius to write such a score. The music reaches to the very bottom of heart. I am looking for the audio CD.

his is an epic, episodic tale of the lives of a small group of New York City Jewish gangsters spanning over 40 years. The movie centers on David 'Noodles' Aaronson (Robert De Niro) and his lifelong partners in crime, Max (James Woods), Cockeye (William Forsythe) and Patsy (James Hayden) and their friends, who all grew up in New York's Lower East Side in the 1920s-1930s. In the late 1960s, an elderly Noodles returns to New York after many years in hiding to look into the past.

Told mostly in flashbacks and flash-forwards, this film is a classic that has us discover great actors, including Jennifer Connelly and Brian Bloom. It features a great cast, like Danny Aiello and Joe Pesci.

One of the masterpieces in film history worth watching.
If you have 4 hours to spare, take your time to watch it. It's worth it - at least once in your lifetime - for the cinematography, the acting, the music, and the directing.

Well, sure. Several.

This movie is looong, and while it deserves to be seen in one sitting, that's not likely.

It's the standard rise-of-a-mob story, enhanced and improved, and even elevated, by the performances of De Niro, Pesci, Woods, and a cast of hundreds.

I admire this film way more than I actually like it. I'm not sure it needs to be owned; rented, perhaps.

Still, it needs to be viewed at least once by anyone who actually loves movies.

This is an unbelievably beautiful story which is multi-layered and textured to a great extent. Yes, it certainly is a gangster movie and it also is a love story; although, one about as politically incorrect as they come. Both aspects of the film are conceptually executed well. I can't say the same thing about many of its technical aspects, however. At 3:45, this movie is far too long and moves too slow. It could easily have been just as good if an hour had been cut out of it. Furthermore, Sergio Leone is no Martin Scorsese. There's an element of amateurism inherent to the production as the reunion of Elizabeth McGovern and DeNiro is rendered ridiculous as he was an old man despite her not aging a day after 35 years.

Once Upon a Time in America is a very unique film as unlike a Goodfellas or Casino it is rich in sentimentality and the effect is mesmerizing but also very depressing. Ennio Morricone's musical score adds to the film's melancholic feel. It's not the type of thing you can see more than a couple of times but there's no denying that it's excellent.

WITH AN ALLSTAR CAST YOU WOULD THINK IT WOULD BE SUPER. BUT IT'S NOTHING MORE THAN A SLEEPER. THIS MOVIE WAS TERRIBLE! I FELT TORTURED SITTING THROUGH THIS BOMB! DON'T WASTE YOUR TIME WITH THIS ONE.

I'll see your "Godfather" your "Godfellas" your "Departed" and your "Scarface" and still beat you every time with "Once Upon a Time in America".

Now outright violence in these types of movies has its place and so does subtly of plot but I think it is only "Once Upon a Time in America" that manages to walk the line between both aspects. It also has something that many other movies, not just mobster movies forget, great charecter development. It has a great cast and a great story to go with it although it can throw people off with the quick pace with which it changes points of view.

If you can't get everything on the first try don't worry watch it a 2nd or 3rd time if you have to that is why god made good movies.

When you finally get it you will be amazed how attached and interested you get in the affairs of David 'Noodles' Aaronson and his friends.

Give it a shot if you like a good movie

One of the best mob movies ever.. I wish they released this dvd with more features and deleted scenes which would have given us more about the story...Great film.

Robert De Niro and James Woods star in this Sergio Leone flick as two Jewish gangsters, "Noodles" and Max, who share a forbidden love for each other that the hyper-macho world they inhabit both creates and scorns. Unable to admit their love, they pursue a series of troubling, violent love affairs (especially Noodles - whose idea of intimacy is rape) with a number of women, whom unfailingly either conform to the stereotypes of the virgin or, more commonly, the whore (the women in this film, oddly enough, are either able to enjoy or forget the times that Noodles rapes them.) By the end of this nearly four hour exploration of unrequited love, Noodles has come to love Max so much that he's unable to take rightful revenge for all the heartbreak and hardship he's caused him. Kudos to Leone, well-known for his tough guy anti-hero films, for having the courage to explore such a taboo subject.

...a meditation on time, memory, and the nature of cinema itself. Imagine a gangster film written by Proust and directed by Max Ophuls. Leone devoted 15 years of his life to this project; when it was all over (betrayed by America itself, just like Noodles), it pretty much killed him. There are rumors that Leone's intial cut, 40-50 minutes longer than the "long" (227 min.) version released in Europe, is being restored. I hope and pray this is true. Christopher Frayling's excellent biography of Leone outlines the missing footage -- some violence, and a lot of stuff from the "1968" sections of the movie -- more of Noodles enountering faces from his past, particularly Tuesday Weld and Treat Williams. I always found that the 1968 material seemed rushed and choppy -- hopefully this footage will remedy that and turn "Once Upon A Time In America" into the masterpiece it undoubtedly is.

In only a few words. The best gangaster film ever, perhaps one of the best films in the history. Was ranked by the critics as one of the best films of the 80's, overlooked in the oscars, but when the real release of the film was displayed everyone asserted in saying that this is a masterpiece.

I have loved this film from the first time I saw it. My fellow reviewers have covered this beautifully and I feel I can't add anymore praise. If you however choose to buy this movie, DO NOT repeat DO NOT buy the 2 hour version. The 2 hour was the actual theatrical release which also killed this movie at the box office as well as robbed it of it's place in history as one of the great movies of all time. The four hour version (cut down from Leone's 6 hour version) has the much needed subplot that's essential to the story. Don't settle for less! Also, mind the scene near the end where De Niro and James Woods haven't seen each other for many years and they're doing some uncomfortable catching up. Just before filming this scene, De Niro bet James Woods that he could not act the scene in a pair of high heels. He did and if you pay attention, you can tell he's just a little taller. He also won the bet, and capped off one of the best performances of the film. Incredible! An apt description for this movie too! Enjoy....

This film came to me with high recommendation, for which I give thanks; and I can write without reserve that it was extremely enjoyable. Have always been a fan of DeNiro, but over and above that, I have to say the young actors in this movie were brilliant. Zamphir on the pan flute was no slouch either.

I will be looking for more from DeNiro, both acting and directing, in the near future.

La belleza de la música de Ennio Morricone, la actuación extraordinaria de Robert de Niro y la dirección fílmica de ese gigante que fue Sergio Leone hacen de este filme uno de los momentos estelares de enta industria.

I am a big fan of Robert De Niro and mob films so I figured I might as well buy this movie because it sounded great from all the reviewers on here. And oh boy it was. In fact when it ended I was smiling like Robert De Niro in the opium den and I didn't have opium. I was just so amazed at the films grandoisity, complex plotline, acting and cinematography. Robert De Niro, James Woods, Joe Pesci, Tuesday Weld and the rest of the cast gives great performances, including the child actors. I really liked how the film moved in weird order from plot time period to time period as it made the film much more interesting. And holy #%@$ is that plot complex and captivating. There is so much symbolism and complexity in the plot its almost absurd but it makes the film all the more enjoyable. The ending twist is absolutely amazing, and it concludes the film perfectly. Also don't worry about length. I can safely say I'm not a person with a terribly great attention span as I'm somewhat borderline ADD but I was glued to the Television for the entire movie, as its shifting complex plot and elegant cinematography and Leone's grand vision kept my eyes glued to the Television screen. Hell I like this film even more than the Godfather and Scarface because I think its more origional than both of them and I love those movies! Highly reccommended for any films of De Niro or gangster films as this the best gangster film and ties for best de niro film with taxi driver!

This film , directed by Sergio Leone is , arguably, one of the best of all time.. Certainly, in the league of "Citizen Kane." And, likely, Leone's finest film! A pity that studio politics and poor editing and distribution contributed to it being vastly underrated as a Classic.

The score by Ennio Morriconne is haunting, nostalgic and evokes emotion from the film's scenes in a near perfect choreography of dialogue and music...

DeNiro is at his best and in his prime in this film and the supporting cast, James Woods,Elizabeth McGovern, Treat Williams,Jennifer Connelly, Joe Pesci all deliver outstanding performances....

I watched a cut version recently on AMC and while, this is the official American release version, it is a powerful film of substance....


This role established Woods as an actor of talent and ability and its a pity he's now reduced to the TV show,"SHARK." Jimmy, your talents have been wasted!


Leone's ability here, an upgrade from his epic western, "Once upon a time in the West," is largely responsible for his well deserved reputation as a director of utmost skill and a filmaker of the top tier.He is deserving of all the accolades he's earned and probably, a few more. No pun intended, ie,"for a few dollars more,"

Eastwood has learned much from Sergio and isn't it incredible how he is now regarded as a genius filmaker as well as a a ICON actor? If you study Clint's award winning films and their music scores, its apparent how much Leone has influenced Eastwood ...

Grab the new, uncut version of this film and enjoy it, whenever you long for the types of movies that made us fans. This one belongs on everyone's film library shelf!

Look for a teen age, Jennifer Connelly as a young Deborah and, Elizabeth McGovern as the adult Deborah as a near perfect casting of the character.. the beauty and acting of both, are superb... Young Deborah's scene where she tells Noodles he will always be a "punk and, not her beloved," are the stuff we remember for lifetimes.

It's a long review, but then again, Once Upon A Time In America is a long movie.

Somewhere amidst its plotlines about ethnic turf wars, murder and greed, loyalty, corruption, unbridled ambition, betrayal, survivor's guilt and the tragic consequences of bold gambles, I was hit with a revelation: more than anything else I've seen except maybe The Seven Samurai, this film reminded me very much of a novel. The commitment of time and energy asked of a viewer was more like that required for the completion of a novel, and its pace and depth had less in common with most cinematic pieces, and more in common with the deliberate style of the printed word. There was an unhurriedness here, a generosity of expansiveness, and a plethora of characters with which Sergio Leone unfolded his critically underappreciated 1984 masterpiece. Starring Robert De Niro and James Woods, with an excellent supporting cast that also includes William Forsythe and Tuesday Weld, as well as Treat Williams and (of course) Joe Pesci, Once Upon A Time In America is a delight to simply sit back and watch on the fifth viewing as well as the very first.

Tracing a gang of Jewish boys from New York in the 1910's---first as street punks, later as would-be mobsters---up to the end of Prohibition and beyond to the late 1960's, this epic-length dissertation on the rise and fall of childhood friends from the wrong side of the tracks is on occasion brutal, at others times cynically comedic, but in its desires for legitimacy of form it always stays true to the amoral restlessness of its brooding cast of characters. If that sounds confusing, see this film through in uncut format and you'll understand what I mean. As the characters age and "evolve" from likable and somehow innocent hoodlums to truly cold-blooded adults, and finally emerge in an improbable future as well-placed cogs in a corrupt governmental underworld wherein true civic power lies, Once Upon A Time In America becomes decidedly tragic and loses all trace of the heroism and optimism that once buoyed our affection for these men even through the worst of their misdeeds.

Coming in at four hours in final form, and demanding much of a viewer, Once Upon A Time In America will satisfy neither those with short attention spans, nor those who like clear-cut good v. evil storylines. What it does offer is a slow-moving resurrection of the gritty world of immigrants of the early twentieth-century, and a less than glamorous account of the ruthlessness required of those who sought their fortunes in organized crime. I'll also admit something here. I've seen this film in several formats and to this day I still do not completely understand everything Leone says within it. At first I thought I was missing something, but gradually I became convinced that this was exactly the intention of the legendary director, that we accept that in this labyrinthine film, as in life, we are not blessed with all the answers.

A classically great film, and mostly a good film as well.

I just finished watching this movie and was full captivated by every scene in this movie. At times it is very hard to watch for the violence but over all a very enjoyable movie. This movie was made way before most mobster movies in this era except the Godfather. This movie rates right up there with the Godfather in my opinion. I recommend this movie to anyone that likes an era movie that involves mobsters.