Once Upon a Time in America at 40: How Do We Evaluate This Flawed Masterpiece?

Once Upon a Time in America is a difficult film to evaluate.

Among most male movie enthusiasts, it still holds a prestigious status as a masterpiece. Power, violence, brotherhood, and betrayal are elements that resonate with and captivate male audiences, and Once Upon a Time in America explores them in great depth. Sergio Leone’s grand, operatic style, along with performances by Robert De Niro and James Woods, further elevate the film. As far as gangster films go, Once Upon a Time in America undoubtedly stands as one of the finest.

But for contemporary audiences, who are more aware of gender dynamics and concepts like “toxic masculinity,” the film presents numerous challenges. Its treatment of female characters, the two unsettling rape scenes, and the director’s ambiguous celebration of male camaraderie and machismo may make today’s viewers unsure of how to approach it. If you visit the Letterboxd page of Once Upon a Time in America today, you’ll find quite a few bluntly negative reviews.

So, as we stand in 2024, how should we evaluate this film, which has just turned 40?

Most would agree that Once Upon a Time in America is a very complex film. As for me, every time I think about it, I find myself uncertain about how I feel.

I’ve watched this four-hour-long film in full four times. When I saw it for the first time, I was still in high school, and I found it sluggish and dull, so I compared it unfavorably to other gangster films I loved, like The Godfather and Scarface, and I thought it was far inferior to Leone’s other elegiac masterpiece, Once Upon a Time in the West.

The second time was watching the 2012 restored version supervised by The Film Foundation in theaters. While I can’t recall my overall impression of the story at the time, I vividly remember the almost homoerotic bond between the two protagonists, Noodles and Max, standing out more than before. On the big screen, the synchronization between Ennio Morricone’s music and Leone’s visuals also became even more evident—many of the camera movements in the film seem almost tailored to match the intensity of Morricone’s score. In some ways, it felt like Morricone was conducting the film from the music hall, baton in hand.

My third viewing came around the release of Martin Scorsese’s The Irishman. There are numerous connections between the two films: both star Robert De Niro and Joe Pesci, both are epic gangster films over 200 minutes long, and both explore the historical connections between the American Teamsters Union and organized crime. In Once Upon a Time in America, De Niro portrays an old man as a younger one, while in The Irishman, he plays a younger man as a much older one. The intertextuality made this viewing particularly interesting, and Scorsese’s realistic style made Leone’s dreamlike approach stand out all the more.

The fourth time was in preparation for this article. This viewing reaffirmed many aspects of the film that left me cold, but its moving moments remained just as powerful. How could you forget the three minutes young Pasty succumbs to the temptation of a cake on the stairs? How could you not remember the annoying sound of Noodles stirring his coffee, stretching time to a standstill? And who could forget the shadow puppet theater and opium den, where the opium-tainted relief bookends the film? Once Upon a Time in America has a funeral-like rhythm and the logic of a dream. At its core, it’s a mystery, one that cannot be unraveled through logic alone. You can only experience it and sink into it, just as Noodles does into his life of drunken forgetfulness.

The contradictions in Once Upon a Time in America are partly due to its protracted production, its multiple rewrites, and the butchered versions that were released over the years. The initial American version was 40 minutes shorter than the European release (229 minutes), and although the 2012 “Extended Director’s Cut” was lauded, it still wasn’t the film in its entirety. Twenty-four minutes of deleted scenes remain lost due to copyright issues, with Martin Scorsese, The Film Foundation, and Leone’s heirs still fighting for their return. Only when these missing pieces resurface will Once Upon a Time in America finally be complete, like a Venus de Milo with her arms restored. But no one knows when that day will come.

The film also has a protagonist who is difficult to like. Noodles’ dull-wittedness, cruelty, and brutality make him hard to bear at times. These brutish, beastly male figures are a recurring type in De Niro’s roles—just think about Raging Bull's Jake La Motta and The Irishman's Frank Sheeran. They are men who excel in violence, who hold the power of life and death over others, yet utterly lack the ability to interact with people in any way beyond violence. But unlike Scorsese’s protagonists, Noodles also lacks any real inner turmoil, which leaves him with little depth for the audience to ponder. De Niro holds our attention with his charisma, but that’s about as far as it goes.

In an era when masculinity is being critically reevaluated, the film’s ideology inevitably comes under scrutiny. The brotherhood and toxic masculinity the film mourns may have been mainstream in the 1980s, but in today’s context, it is more deserving of critique, though some may opt for a queer re-reading instead.

Compared to other gangster classics of similar stature, Once Upon a Time in America also handles its female characters poorly, perhaps most glaringly in its two rape scenes. While it’s plausible that these violent acts are something gangster characters would commit, Leone’s perspective on these scenes feels questionable, especially when Morricone’s lyrical music returns after Noodles rapes Deborah, transforming the moment into another of Leone’s melancholic tributes to masculinity, even as he depicts its most repugnant side.

Many fans compare Once Upon a Time in America to The Godfather. Artistically and commercially, it falls short of the first two Godfather films, though they share an epic length and grand timeline. However, in academic and cinephile circles, it is Scorsese’s Goodfellas that is most often mentioned alongside The Godfather, as evidenced by Once Upon a Time in America’s lower placement (157th) on Sight and Sound magazine’s 2022 greatest films poll compared to The Godfather (63rd) and Goodfellas (12th).

Much of Once Upon a Time in America’s acclaim can be attributed to Morricone’s score. The film’s soundtrack feels far more cohesive than the film itself, and without it, Leone’s sometimes disjointed and illogical narrative would likely make the four-hour runtime unbearable. While Leone strives for a solemn, grand atmosphere in the sections where the characters are adults, this often results in performances that feel stiff and lifeless. In contrast, the childhood sections of the film are far more energetic and free-flowing. You might even wish this portion were longer.

Nonetheless, Once Upon a Time in America does have a unique advantage: it’s one of the few films that makes you feel like you’ve truly lived through a lifetime with its protagonist, even if that life might just be a dream concocted by Noodles to suit his narrative. This only adds to the film’s allure. De Niro’s enigmatic final smile remains one of the most ambiguous endings in cinematic history. The debates over its meaning will continue, but we can all feel what Leone was trying to convey: a sense of intoxication, enlightenment, and relief as complex emotions flood over you. That, more than anything, was the point Leone wanted to make in his final film. The rest is all smoke and mirrors.