The murder of Once Upon a Time in America: how Hollywood butchered a gangster masterpiece

James Woods and Robert De Niro in Once Upon a Time in America
James Woods and Robert De Niro in Once Upon a Time in America - Alamy

When Sergio Leone premiered his gangster epic Once Upon A Time in America at the Cannes Film Festival on May 23 1984, it was with a hard-won sense of achievement. He had not released a film since 1971’s Duck, You Sucker! and this, his seventh picture, was his most ambitious undertaking yet. Running at 229 minutes – trimmed down from an original cut of 269 minutes, with rumours that Leone’s preferred version of the film ran nearly six hours – it had been in the making for nearly two decades.

Its director regarded it as nothing less than his magnum opus, and, backed by a starry cast that included Robert De Niro and James Woods in the leads, its ecstatic reception at Cannes seemed to indicate that his enormous efforts had paid off spectacularly. Then it was released in America, and things went very badly wrong indeed.

Today, Once Upon a Time in America is not only regarded as perhaps Leone’s finest achievement – no mean feat for a director who also made The Good, the Bad and the Ugly and Once Upon a Time in the West – but an endlessly fascinating and enigmatic deconstruction of the mobster movie. Set over three different time periods, which bleed into one another with the chaotic logic of a dream, it features scenes of near-unwatchable brutality (including one of cinema’s most unpleasant rape scenes) juxtaposed with entrancing beauty and extraordinary style.

Loosely speaking, it tells the story of four Jewish-American friends who rise to the peaks of organised crime in New York in the Thirties, before a series of surreal, possibly hallucinatory events fracture the gang and see them catapulted into the late Sixties. Yet no brief synopsis can truly do credit to Leone’s sprawling, extraordinary vision, which moves seamlessly from scenes of black comedy to epic romantic drama to something uncategorisable that is stranger than a dozen science-fiction films. It may be frustrating and opaque in places, but it is truly unforgettable.

Woods has said that it’s his favourite film of the dozens that he has made: “My favourite experience without a doubt was making Once Upon a Time in America. I loved Sergio Leone. He was the most remarkable man, a director without equal, and a friend whose passing I still mourn to this day.” Yet compared to The Godfather – the film that it is most often set alongside – it remains obscure, perhaps bedevilled by its commercial failure upon release and the different edits that have all been released at various times. But it’s time for it to be allowed to stand as a cinematic classic that may even surpass its more famous predecessor – or at least to be spoken of in the same breath.

When Leone was growing up as a child in Thirties and Forties Italy, it was with an idealised, glamorised version of America in his mind. As he said around the time of Once Upon…’s release, “as a child, America existed in my imagination. I think America existed in the imaginations of all children who bought comic books, read James Fenimore Cooper and Louisa May Alcott, and watched movies. America is the determined negation of the Old World, the adult world… It was mainly after the war that I became decisively enchanted by the things in Hollywood. The Yankee army brought a million films to Italy which had never been dubbed into Italian. I must have seen three hundred films a month for two or three years straight. Westerns, comedies, gangster films, war stories – everything there was.”

It was this heightened, fantastical version of the country that fascinated Leone, and which he attempted to portray in his Dollars trilogy early in his career, namely the films A Fistful of Dollars, For a Few Dollars More and The Good, the Bad and the Ugly. The three films were all critically acclaimed and commercially successful, although many noted the irony of cynical, revisionist films about the American West being made on location in Spain by an Italian director who had never visited the United States.

It was not until 1967 that Leone first went to America for cinematic purposes, when he successfully seduced that all-American star Henry Fonda into playing the satanic villain Frank in his fifth picture, Once Upon a Time in the West. It would also be his first film partially shot on location in that country, near John Ford’s favourite spot of Monument Valley, although for the most part it was filmed in Spain and Rome once again.

A scene from Once Upon a Time in America
A scene from Once Upon a Time in America - ScreenProd / Photononstop / Alamy Stock Photo

Yet even as Leone was making his richest and most complex Western, he had already decided to swear off the genre with which he was synonymous, and instead tackle an altogether different kind of film. He had discovered the novel The Hoods by “Harry Grey” (a pseudonym for the former mobster Herschel Goldberg) and pronounced himself entranced, saying, “It was a perfect and loving hymn to the cinema. The story of these Jewish gangsters – unlucky three times over and determined five times over to challenge the gods – attached itself to me like the malediction of the Mummy in the old movie with Boris Karloff. I wanted to make that film and no other.”

Leone turned down an offer from Paramount Pictures to direct The Godfather – at the time, he was a considerably better-known filmmaker than the picture’s eventual director Francis Ford Coppola – to concentrate on developing his magnum opus. However, its development was dogged with difficulty. Firstly, the rights had already been purchased by other studios (“we finally managed, with cleverness and many dollars, to rip off the rights from the legitimate holders”) and secondly, there was the question of who should be hired to turn Grey’s book into a screenplay. Leone had co-written all his earlier films, but this quintessentially American story deserved a quintessentially American screenwriter. But who to approach for what Leone described as “the infernal screenplay-writing season”?

Enter Norman Mailer, the absurdly macho writer of such books as The Naked and the Dead and An American Dream, as well as a Pulitzer Prize winner for his 1968 non-fiction title The Armies of the Night, an account of a 1967 anti-Vietnam rally. Leone hired him and Mailer dutifully barricaded himself into a Rome hotel room with his typewriter, a box of cigars and a bottle of whisky, but the results were disappointing. As the director sighed, “I’m sorry to say, he only gave birth to a Mickey Mouse version.” Leone instead turned to a team of Italian writers who would produce something closer to what he wanted, as well as taking a co-writing credit for himself.

Visionary: Sergio Leone on set
Visionary: Sergio Leone on set - Allstar Picture Library Ltd / Alamy Stock Photo

Script completed, Leone now began to consider casting. His initial intention – somewhat diluted in the finished version of the film – was to use fashionable young actors to portray the protagonists Max and Noodles in their criminal pomp in Twenties and Thirties America, and then hire older veterans as their Sixties equivalents. He thought about hiring a pre-controversy Richard Dreyfuss as Noodles, who would then be played as an older man by James Cagney, the original Scarface himself. Meanwhile, Noodles’s friend Max would be portrayed by another controversial actor, Gérard Depardieu, and the legendary French star Jean Gabin – famous for appearing in Jean Renoir’s Le Grand Illusion – would be the aged Max.

This casting, first mooted by Leone in the mid-Seventies, would have been fascinating, but fell apart for several reasons, not least because Gabin died in 1976, and because Cagney was all but retired from cinema, having not made a film since 1961. (He would return just once, for a role in Milos Forman’s Ragtime, in 1984.) The film continued to be developed throughout the Seventies but it looked doomed, another passion project that would founder on the demands of commercial realities. And then a stroke of luck saved the film and turned it into reality.

Arnon Milchan may not be a household name, but he deserves credit for being responsible for bringing many of the most interesting and unusual films of the past four decades to the cinema, via his Regency Enterprises production company. Had it not been for Milchan, the risk-taking likes of Fight Club, Brazil and Birdman would have had difficulty being produced. He had cut his teeth producing Martin Scorsese’s The King of Comedy in 1982 – another flop on release that was later justly reassessed as a classic – and when Leone met him, he was enraptured and relieved that someone understood how to get his dream on screen.

Robert de Niro in Once Upon a Time in America
Robert de Niro in Once Upon a Time in America - Allstar Picture Library Ltd / Alamy Stock Photo

A new cast was assembled. It featured everyone from Milchan’s friend De Niro – then hot from the success of a series of films, including Taxi Driver and Raging Bull, for which he won an Oscar – and Woods to emerging stars such as Joe Pesci and Elizabeth McGovern. The iconic Tuesday Weld, meanwhile, was cast in the morally complex role of Max and Noodles’s lover Carol. She brought an appropriately sexualised attitude to the part, fittingly for a woman who said, when turning down the central role in Stanley Kubrick’s Lolita, “I didn’t have to play it. I was Lolita.”

The film began production in June 1982 in New York City, and it had a long, complicated filming schedule that spanned several different countries including America, France, Italy and Canada. Sometimes, Leone’s instincts tended to the European – a key scene involving Grand Central Station was filmed in Paris at the Gare du Nord – but, armed with a considerable budget of $30 million, he was able to realise his vision, and concluded filming in April 1983.

His original intention was to release his film in two three-hour parts, similar to The Godfather and The Godfather Part II, but his producers, The Ladd Company, demurred, fearing that it would lack commercial appeal. Therefore, a reluctant Leone edited his film down to 229 minutes, which duly premiered at Cannes.

The film followed a group of Brooklyn gangsters from childhood to adulthood
The film followed a group of Brooklyn gangsters from childhood to adulthood - Maximum Film / Alamy Stock Photo

This version was much acclaimed at its first screening. But a horrified studio – who had expected a straightforward gangster epic like The Godfather – took one look at it and decided that it was unreleasable in its current format. They hired Zach Staenberg – who would later go on to win an Oscar for editing The Matrix, but was then best known for working on Police Academy – to cut it down to 144 minutes, citing a contractual clause that Leone could only retain final cut if his picture came in at no more than 165 minutes.

For good measure, Staenberg’s edits – which were done without Leone’s consent – rearranged the film into chronological order, deleted most of the scenes of the gangsters as children and cut many moments that helped explain what was taking place.

The results were disastrous. A film like this stood or fell on its critical reception, and Roger Ebert – who had seen the original at Cannes, and pronounced it a masterpiece – gave the butchered version one star and wrote that it was “an incomprehensible mess without texture, timing, mood, or sense”. Pauline Kael, meanwhile, may have put it best when she said, “I don’t believe I’ve ever seen a worse case of mutilation.” Even its obvious technical accomplishments, such as Ennio Morricone’s haunting score and Tonino Della Colli’s breathtaking cinematography, were seen as subsidiary to its now-nonsensical brevity.

Woods, never a man who minced his words, called it a “stupid move” and said “I hope they burn the f______ negative… I mean, do you think I was suicidal? The film got f______ slaughtered by the critics, as well it should have. It was f______ dead in the water.” It flopped at the box office, making a mere $5.5 million, and a disappointed Leone dismissed the cinematically released version as not being the film he made. He died six years later, in 1990, before he could realise his plans to reunite with De Niro and make an epic war film about the siege of Leningrad: its loss is mourned by cinephiles to this day.

Nonetheless, there was happier news for his final magnum opus. The compromised cinematically-released version has now disappeared from circulation altogether, and the cut of the film that has been most commonly seen is the Leone-approved, 229 minute one. Yet thanks to the intervention of Martin Scorsese, a noted admirer of the film, a yet longer version was assembled, closer to the 269 minute cut that Leone had originally signed off on, which premiered at Cannes in 2012.

Elizabeth McGovern in Once Upon a Time in America
Elizabeth McGovern in Once Upon a Time in America - Maximum Film / Alamy Stock Photo

It is not a perfect film. It has understandably been accused of misogyny and sexism, not just in its hard-to-watch rape scenes (when De Niro’s frustrated and angry Max assaults his would-be lover Deborah in the back of a car, it’s a truly grotesque moment that removes any audience sympathy from the character) but also in its objectification of women throughout, including a young Jennifer Connelly as the child Deborah. Leone dismissed this in a contemporary interview, saying, “I have nothing against women, and, as a matter of fact, my best friends are women”, as well as suggesting that he was mulling over a female-focused film in the future.

Yet set against this, Once Upon a Time in America remains one of those rare and unforgettable films that feels like immersing oneself into a dream, opium-induced or otherwise. It includes all the Leone trademarks of violent action scenes and heartbreakingly tragic death, to say nothing of a central section that virtually stages The Great Gatsby far better than any of the official adaptations of the book have ever done so, but also manages to convey the loss of friendship and the inevitability of ageing with poetic brilliance.

Leone himself said of his picture, “Once Upon a Time in America is my best film, bar none – I swear – and I knew that it would be from the moment I got Harry Gray’s book in my hand. I’m glad I made it, even though during the filming I was as tense as Dick Tracy’s jaw. It always goes like that. Shooting a film is awful, but to have made a movie is delicious.” It is a full 10-course banquet of a film, and, 40 years on, only the most tasteless viewer could not devour its glories.