A Cinematic Rarity: Showing of Leone’s Uncut ‘America’


The best pictures are often the hardest to see. Which is probably why “Once Upon a Time in America,” Sergio Leone’s richly cinematic magnum opus, went 15 years without having access to the U.S. big screens it so thoroughly deserves.

But now, after being shown at New York’s Museum of Modern Art in February, Leone’s three-hour, 39-minute director’s cut will be screening one time only, tonight at 7:30 p.m. as the closing event of the Los Angeles County Museum of Art’s “Sergio Leone’s America” series at LACMA’S Bing Theater. The print is impeccable and it will no doubt be still more years before this exceptional film, both artificial and naturalistic, excessive as well as tightly controlled, comes this way again.

When the Ladd Co. originally released “Once Upon a Time” nationwide in 1984, it not only cut nearly an hour and a half off its running time, it also changed everything that was distinctive, even audacious, in the director’s dazzling narrative structure.


A gangster epic set among Jewish hoodlums on New York’s Lower East Side, “Once Upon a Time” has three main time frames: 1922, 1932-33 and 1968. But far from telling the story in the straightforward manner the abbreviated version favors, Leone’s scheme toys with chronology. The film slips easily back and forth in time, dancing between the decades, often making the connection from one era to another solely by means of brilliant cuts that work like magic.

“Once Upon a Time” follows the fortunes of two boyhood friends and partners in all kinds of crime , David “Noodles” Aaronson (Robert De Niro) and Maximilian “Max” Bercovitz (James Woods). The film starts in 1933, at the beginning of the end for Noodles, with rival hoods looking to end his life, and skips both back to his larcenous boyhood and ahead to his exhausted old age in the 1960s.

Though the film is defined by its bravura aspects, Leone managed to keep the acting of his two stars as understated and muted as the picture’s carefully modulated color scheme. Though both men have flirted with mannered work in the years since, they show impressive restraint and power in what they do here.

Also doing fine work are Tuesday Weld as the sexually voracious Carol, William Forsythe as gang member Cockeye, and even producer Arnon Milchan, who has an amusing cameo as an outraged chauffeur. Less successful is Elizabeth McGovern, who never finds her footing as Deborah, the girl of Noodles’ dreams, while Jennifer Connelly discovers ways to be memorable playing Deborah as a headstrong teenage girl.

Intensely violent in bursts of mayhem that even modern viewers need to be warned about, “Once Upon a Time” is also troublesome in its treatment of women. The film features two exceptionally violent rapes and its screenplay doesn’t recognize the existence of mature females who aren’t, in critic Tony Rayns’ words, “either nymphomaniacs or complaisant victims of male sadists and rapists.”

Despite, or perhaps because of, having six Italian screenwriters, including Leone, plus giving an additional writing credit to Stuart Kaminsky, dialogue is not “Once Upon a Time’s” strength. The use of English is awkward at times, the 1968 section is not as convincing plot-wise as it might be, and nothing anyone says is as close to memorable as, for instance, the best parts of “The Godfather.”


More than making up for these drawbacks is Leone’s exceptional filmmaking skill, his gift for lush storytelling and his ability to create a visual tapestry luxurious enough to make you swoon without sacrificing the fierceness of his vision.

Working with cinematographer Tonino Delli Colli, Leone got so involved with the spectacular, large scale physical recreation of the Lower East Side that energizes this film that, according to Leone biographer David N. Meyer, he built the same set in three different cities.

Yet, paradoxically, many of this film’s most memorable images are smaller, quieter ones. Impossible to forget are the sight of children skipping past the gargantuan Williamsburg Bridge, a series of bright red balls popping up on the foggy East River, a shootout in a feather factory or even a tombstone in the grip of an earthmover rising as if by magic above a cemetery wall.

Even though “Once Upon a Time” contains considerable mayhem, its overall mood is far from the macho triumphalism of most contemporary violent films. Helped by Ennio Morricone’s trademark score, especially the hauntingplaying of pan pipes by Gheorghe Zamfir, this is a work whose overall mood is one of overwhelming melancholy and sadness, of youthful yearning, mature regret, and the transcendent but fleeting nature of memory itself.

The important thing about filmmaking, Leone said once in an interview, is “to make a world that is not now. A real world, a genuine world, but one that allows myth to live. The myth is everything.” Of the five films he directed between 1964 and 1984, this, his last film, makes that point the strongest.

* “Once Upon a Time in America,” LACMA, Bing Theater, 5905 Wilshire Blvd. 7:30 p.m. $5-$7. (323) 857-6010.