Before I start this review of Sergio Leone’s 1984 gangster epic, Once Upon A Time In America, I want to issue two warnings.

First off, this review is going to have spoilers.  I’ve thought long and hard about it.  Usually, I try to avoid giving out spoilers but, in this case, there’s no way I can write about this movie without giving away a few very important plot points.  So, for those of you who don’t want to deal with spoilers, I’ll just say now that Once Upon A Time In America is a great film and it’s one that anyone who is serious about film must see.

Secondly, I’m not going to be able to do justice to this film.  There’s too much to praise and too much going on in the film for one simple blog post to tell you everything that you need to know.  Once Upon A Time In America is the type of film that books should be written about, not just mere blog posts.  Any words that I type are not going to be able to match the experience of watching this film.

For instance, I can tell you that, much as he did with his classic Spaghetti westerns, Sergio Leone uses the conventions of a familiar genre to tell an epic story about what it means to be poor and to be rich in America.  But you’ll never truly understand just how good a job Leone does until you actually see the film, with its haunting images of the poverty-stricken Jewish ghetto in 1920s New York and it’s surreal climax outside the mansion of a very rich and very corrupt man.

I can tell you that Ennio Morricone’s score is one of his best but you won’t truly know that until you hear it while gazing at Robert De Niro’s blissfully stoned face while the final credits roll up the screen.

I can tell you that the film’s cast is amazing but you probably already guessed that when you saw that it featured Robert De Niro, James Woods, Treat Williams, Danny Aiello, Joe Pesci, Burt Young, Tuesday Weld, Elizabeth McGovern, and Jennifer Connelly.  But, again, it’s only after you’ve seen the film that you truly understand just how perfectly cast it actually is.  Given the politics of Hollywood and the fact that he’s unapologetically critical of Barack Obama, it’s entirely possible that James Woods might never appear in another major motion picture.  A film like Once Upon A Time in America makes you realize what a loss that truly is.

So, if you haven’t seen it yet, I encourage you to see it.  Order it off of Amazon.  Do the one day shipping thing.  Pay the extra money, the film is worth it.

Much like The Godfather, Part II (and Cloud Atlas, for that matter), Once Upon A Time In America tells several different stories at once, jumping back and forth from the past to the present and onto to the future.

The film’s “past” is 1920.  Noodles (Scott Tiler) is a street kid who lives in New York’s ghetto.  He makes a living by doing small jobs for a local gangster and occasionally mugging a drunk.  He’s also the head of his own gang, made up of Patsy (Brian Bloom), Cockeye (Adrian Curry), and Dominic (Noah Moazezi).  Despite his rough edges, Noodles has a crush on Deborah (Jennifer Connelly), a refined girl who practices ballet in the back of her family’s store.  When Nooldes meets Max (Rusty Jacobs), the two of them become quick friends.  However, their criminal activities are noticed by the demonic Bugsy (James Russo), who demands any money that they make.

The film’s “present” is 1932.  Noodles (Robert De Niro) has spent twelve years in prison and, when he’s released, he discovers that some things have changed but some have remained the same.  Max (James Woods), Cockeye (William Forsythe), and Patsy (James Hayden) are still criminals but they’ve prospered as bootleggers.  Occasionally, they do jobs for a local gangster named Frankie (Joe Pesci) and sometimes, they just rob banks on their own.  During one such robbery, they meet a sado-masochistic woman named Carol (Tuesday Weld), who quickly becomes Max’s girlfriend.

As for Noodles, he continues to love Deborah (Elizabeth McGovern). But, when he discovers that she’s leaving New York to pursue a career as an actress, he reveals his true nature and rapes her.  It’s a devastating scene — both because all rape scenes are (or, at the very least, should be) devastating but also because it forces us to ask why we expected Noodles to somehow be better than the men who surround him.  After spending nearly two hours telling ourselves that Noodles is somehow better than his friends and his activities, the movie shows us that he’s even worse.  And, when we look back, we see that there was no reason for us to believe that Noodles was a good man.  It’s just what we, as an audience, wanted to believe.  After all, we all love the idea of the romanticized gangster, the dangerous man with a good heart who has been forced into a life of crime by his circumstances and who can be saved by love.  In that scene, Once Upon A Time In America asks us why audiences continue to romanticize men like Noodles and Max.

As for the gang, they’re hired to serve as unofficial bodyguards for labor leader Jimmy O’Donnell (Treat Williams) and, in their way, help to found the modern American labor movement.  (“I shed some blood for the cause,” Patsy says while showing off a huge bandage on his neck.) When fascistic police chief Aiello (Danny Aiello) needs to be taken down a notch, they kidnap his newborn son and hold him for ransom.  (While pulling off this crime, they also manages to switch around all the babies and, as a result, poor babies go home with rich families and vice versa, neatly highlighting both the power of class and the randomness of fate.)  However, the good times can’t last forever and, when prohibition is repealed, the increasingly unstable Max has to find a new way to make some money.

Finally, the film’s third storyline (the “future” storyline) takes place in 1967.  Noodles has spent decades living under a false identity in Buffalo.  When he gets a letter addressed to his real name, Noodles realizes that someone knows who he is.  He returns to a much changed New York.  Carol now lives in a retirement home.  Deborah is an acclaimed Broadway actress.  Jimmy O’Donnell is the most powerful union boss in America.  Fat Moe’s Speakeasy is now Fat Moe’s Restaurant.

Once Noodles is back in town, he receives a briefcase full of money and a note that tells him that it’s an advanced payment for his next job.  He also receives an invitation to a party that’s being held at the home of Christopher Bailey, the U.S. Secretary of Commerce.

Who is Secretary Bailey?  He’s a shadowy and powerful figure and he’s also a man who is at the center of a political scandal that has turned violent.  And, when Noodles eventually arrives at the party, he also discovers that Secretary Bailey is none other than his old friend Max.

How did a very Jewish gangster named Max transform himself into being the very WASPy U.S. Secretary of Commerce?  That’s a story that the film declines to answer and it’s all the better for it.  What doesn’t matter is how Max became Bailey.  All that matters is that he did.  And now, he has one final favor to ask Noodles.

(There’s a very popular theory that all of the 1967 scenes are actually meant to be a hallucination on Noodles’s part.  And the 1967 scenes are surreal enough that they very well could be.  Though you do have to wonder how Noodles in 1932 could hallucinate the Beatles song that is heard when he returns to New York in 1967.)

Once Upon A Time In America is an amazing film, an epic look at crime, business, and politics in America.  It’s a film that left me with tears in my eyes and questions in my mind.  The greatness of the film can not necessarily be put into words.  Instead, it’s a film that everyone needs to see.