Once Upon a Time in America

The Longest Game of Criminal Musical Chairs Ever Filmed

Looking for a nice, straightforward gangster movie? Maybe try Goodfellas. Sergio Leone’s final film is what happens when you take a crime epic, throw it in a blender with a pocket watch, and hit the “timeline confetti” button. It’s nearly four hours of past, present, and “wait, when are we now?”

Our story follows David “Noodles” Aaronson (Robert De Niro) through three primary time periods: the 1920s (child gangster edition), the 1930s (successful gangster edition), and 1968 (confused old gangster edition). The film opens with Noodles in 1933 fleeing from gangsters after apparently getting his friends killed and stealing their money. Because that’s what friends are for, right?

Cut to 1968, where an older Noodles returns to New York after receiving a mysterious letter. He looks like he’s spent the last 35 years trying to figure out what exactly happened in this movie, and honestly, same. He visits a still-operating speakeasy run by Fat Moe (Larry Rapp), whose sister Deborah (Elizabeth McGovern) was the love of Noodles’ life – at least when he wasn’t too busy ruining everything.

Through a series of flashbacks more complex than a quantum physics textbook, we learn about young Noodles (Scott Tiler) and his childhood friend Max (Rusty Jacobs). They start their criminal career in Manhattan’s Lower East Side, where they meet Patsy and Cockeye, forming a gang that makes the Little Rascals look like model citizens. Their early adventures include setting a rival’s newspaper stand on fire, which seems like a lot of effort to avoid reading the morning news.

Young Noodles goes to prison for killing a rival gang member, and when he gets out, he reunites with his now-grown friends. Adult Max (James Woods) has become more ambitious than a Silicon Valley startup founder, leading the gang into bigger scores during Prohibition. The adult gang’s operations are successful enough to make them rich, but Max keeps pushing for more, because apparently being a wealthy criminal during the Depression isn’t enough of an achievement.

The film weaves through their rise to power, complicated by Noodles’ obsession with Deborah and Max’s increasingly risky schemes. There’s a subplot about a union leader named Jimmy O’Donnell that’s more confusing than trying to assemble IKEA furniture without instructions. Meanwhile, Noodles’ relationship with Deborah goes about as well as you’d expect from someone whose emotional intelligence is somewhere between a rock and a slightly smaller rock.

Everything supposedly culminates in a betrayal in 1933 that leads to the deaths of Max, Patsy, and Cockeye. But because this is Leone, nothing is what it seems. In 1968, Noodles discovers that Max faked his death, stole the gang’s money, and became a powerful political figure named Secretary Bailey. It’s like the worst high school reunion surprise ever.

The Verdict

What I Love:

• A narrative structure that makes Christopher Nolan say “maybe that’s a bit complicated”
• Ennio Morricone’s score that makes even scenes of people walking seem epic
• De Niro proving he can brood in multiple decades
• James Woods at peak James Woods-iness
• Cinematography that makes New York look like a beautiful dream, even when it’s a nightmare

What Could’ve Been Better:

• Might require a flowchart to follow the timeline
• Will definitely affect your ability to tell what year it is
• Could make you suspicious of any childhood friend who seems too ambitious

This is a film that treats time like a suggestion rather than a rule. It’s less “Once Upon a Time” and more “Several Times at Once in America.” At nearly four hours long, it’s the kind of movie that makes Lord of the Rings look like a TikTok video.

Rating: 5 out of 5 opium-induced time jumps

P.S. – If you’re planning to watch this, maybe take notes. Or better yet, bring a professional timekeeper.