ONCE UPON A TIME IN AMERICA. Leone’s Ultimate Masterpiece

Sergio Leone created a film that becomes something different for almost every viewer, ranging from a classic gangster film to a sketch of American history, to a sentimental portrait of a gallery of human personalities. Not to mention all the intermediate stages. A reward to the one who can determine which interpretation is the correct one. Maybe a bit of each? Perhaps the fact that the director did not hesitate to invest his entire individuality and all the passion he ever had as a creator makes Once Upon a Time in America such a personal work. What does this seemingly simple story revolving around a few threads actually hide?

Time and Space in Once Upon a Time in America

The film’s action takes place across three interpenetrating time spaces: we observe the childhood of the main characters, meet them as adults climbing to the top during the Prohibition era, and finally rediscover them after thirty-five years. Almost incidentally, Leone sketches a portrait of America from each of these periods, showing a world that no longer exists or how the remnants of it have transformed. We constantly circle the same places, traverse the same paths, unable to escape the reflection on the significant role that the passage of time plays in life.

Noodles pauses to look at the liquidation of an old Jewish cemetery. Once a place of eternal rest, a place of reflection and mourning, it is now being desecrated by excavators and bulldozers in the name of comfort and modernity. The street, bustling with life over thirty years earlier, where Orthodox Jews were encountered at every step, is now almost deserted. Fat Moe’s bar has failed to preserve any trace of its past glories; it is no longer a crowded tavern, much less an illegal, attractive speakeasy. Now it’s just a pathetic hole, and the owner has to almost grovel before the few customers to get them to leave at closing time.

These changes strike the viewer particularly vividly because the director abandoned a linear storyline, constantly moving in time and making smaller and larger loops. In the finale, he allows the story to make one more full circle, this time with a touch of serenity, one of the few in the entire narrative.

The Beginning of the End

One of the more significant threads of the film, which symbolically determines the future of the two main characters – primarily Noodles – is the death of Dominic. A child who had to become an adult because such were the rules governing his environment, a child who amazed with his amusing boldness, considering his age. Dominic embodies the choice between peaceful growing up and balancing on the edge. Until the moment his friend died in his arms, Noodles was a completely different person. He dreamed – presumably of a world better than his own surroundings. Leone suggests this in the scene where Noodles, sitting in a dark, dirty outhouse, reads a book – and it’s Martin Eden.

However, there were too many signs around him that another world would not accept him. Deborah refuses to help him and does not believe he will ever stop being a thief and a criminal, even when she tells him that “he still has a chance” (to choose the right path), these words are completely empty. She knows that only she could make it happen, but she doesn’t want to take on this task. Responsibility means nothing to her because, despite the appearance of gentleness, she is a predatory and determined woman. When Noodles met Max and they made a silent pact of friendship (the watch being an important symbol here), he took another step on the path to self-destruction. Max’s dominant personality, his ruthless ambition, and determination fascinate Noodles, who was always less assertive and faithful to rough but nonetheless principles – loyalty, consistency, but also realism. Meeting Max was dangerous – but not yet decisive. Only when blinded by pain, desperate, filled with a desire for revenge, he attacks Bugsy with a knife, making his final choice. There will come a moment when he wants to return – but he will not get the chance, and then he will confirm his choice once again when, once again rejected by Deborah, he brutally rapes her.

Max and Noodles

Friendship? Perhaps, but the word “friendship” is too narrow to fully describe the nature of the relationship between these two men. Their relationship is, in a sense, the axis of the entire film. They are like two poles of one personality, positive and negative, they attract each other but also mutually destroy each other. From the very beginning of their acquaintance, it is evident that Noodles’ destiny is to be in Max’s shadow and stand a step behind him: just recall the scene where Max and Peggy make love behind the curtains, while in the foreground, we see Noodles smoking a cigarette alone, reflective, who just failed as a lover. What would you do without me, Max jokes when the “salt trick” works as planned, and this remark, despite its lightness, turns out to be almost prophetic. Max becomes an indispensable element of Noodles’ life. Over time, however, he wants to exploit this. Not initially – in the early phase of their acquaintance, they are similar in the belief that they would never betray a friend. Noodles never abandoned this.

But in Max’s life, there comes a moment when he begins to accept the possibility that he would be able to sacrifice a friend, moreover, he quite naturally agrees to it. This can be noticed when he listens to Frankie without blinking an eye, as Frankie calls Joe his friend, almost a brother, for whom he would do anything – and he already knows that Joe is to die on Frankie’s orders. Max accepts this as part of the costs. Noodles cannot.

It is significant that all the benefits always fall into Max’s hands. Noodles bears the consequences of his actions, Max only reaps the benefits. It was Max who said about Bugsy that he will kill him someday, and he was indeed willing to do it – but he was seconds late. The sentence was carried out by Noodles, and it was Noodles who went to prison for it. Over the years, Max’s cynicism grew in strength, and he learned to exploit his friend’s steadfastness and loyalty. There will come a moment when he will exploit this ruthlessly to the end. What distinguishes them most? Perhaps – ambition. Max has one goal – to climb higher. He always wants more and to go higher. Noodles is content with what he has and is happy with it, or even – doesn’t care much about it. Because he knows that what he desires most, he will never achieve. Calm resignation characterizes him almost all the time. Only once did he lose control – when Dominic died, and only once do we see him allow himself to be moved – when as an old man he once again peers through the slit through which he used to watch Deborah dance. Apart from these moments, we see a man who once broke and whom nothing can strike harder anymore.

The truth is, Noodles was a step behind Max only seemingly. He lived in his shadow, but his unshaken calm, courage, and readiness to fight for what he believed in most – friendship, gave him a huge advantage over Max. And this was something Max could not bear. Tormented by the eternal need to prove his worth to himself, he decides to remain cruel and cynical to cover his own life cowardice. He envies Noodles because he doesn’t have to do that. He envies to the point that he decides to destroy him, take everything from him, thinking that in the end, he will win this rivalry, that he will be better, that he will finally stop feeling like a cowardly manipulator. He is wrong.

A Smile After Thirty-Five Years

When Noodles decides to betray Max to protect him from the tragic consequences of his delusions about the heist of the century, he proves that deep down, he is still the same person whose hands were stained with Dominic’s blood, that the same things are still dear to him. He wants to protect his friend and take responsibility together with him. Where you go, I go, he says. But Max has changed. He also had a plan, coldly calculated, and managed to deceive everyone. Just as Frankie once embraced his friends knowing they would soon die, now Max embraces his friends knowing the same fate awaits them. But he has a different fate in store for Noodles.

The psychological aspects of the decision to leave Noodles alive are very complex. On one hand, Max believes that only by humiliating and destroying him can he achieve the victory he desires—finally being the stronger side. On the other hand, he risks having a witness—what if this witness someday recognizes and exposes him? He takes this risk for two reasons, each rooted in different traits of his personality. First: he knew Noodles. He knew his loyalty. He knew that this loyalty could endure everything. Second: he subconsciously wanted someone to stop him, to punish him for becoming someone capable of choosing such a path. The future showed he was right about Noodles. He was also to be punished, but in a different way than he anticipated.

For thirty-five years, Noodles lives under a changed name, deprived of everything he once had—by the will of his best friend. He lives tormented by constant guilt that he failed, that he was not able to protect Max from himself, that he did not prevent the death of his friends, that he again lost what was most important to him. Max, Patsy, Cockeye, and Deborah are memories through which he both suffers and manages to move on. Only memories—nothing more is left. And suddenly, as an old man, he returns to the city he once had to flee because someone wanted to bring him back there for a purpose only known to themselves. Someone who knew his true identity. Noodles begins a journey through the most memorable places of his past.

He visits Fat Moe, returns the key to the clock—the same one that opened the stash where they once kept their first independently earned money. The clock shows five minutes to midnight. The hour of the last chance, because indeed, Noodles faces the last chance of his life. He goes to the cemetery where the remains of Max, Cockeye, and Patsy were moved, and there, with amazement, he reads that he himself is the sponsor of the chapel where they rest. On the plaque hangs a key—and in the compartment it opens, there is a suitcase full of money—”an advance on the next job.” He also receives a mysterious invitation to a private party hosted by fabulously wealthy and very influential politician, Senator Bailey, who, according to television news, has just been accused of embezzlement and bribery. In the foundation bearing Bailey’s name, he meets Carol, Max’s former partner, whom Max constantly humiliated and disregarded, which never changed her feelings for him. And it is through this visit that he is able to connect the mysterious Bailey with his past.

What could Deborah have felt when, after the performance, she found Noodles in her dressing room? She was always calculating and cruel, treating people and the world with predatory selfishness – to achieve something, to get to the top, as she used to say. The harm she caused was included in the cost. Many years earlier, Noodles noticed that she and Max were similar, which was why they hated each other—and he was right. She got to the top, made a career, but seeing Noodles at the door, she instinctively sensed that the time had come to pay the price. She is not afraid – she is already old and tired enough to accept it calmly. She begins to tell Noodles about Senator Bailey, asking him not to deprive himself of his memories, to leave and forget about the invitation. As she speaks, she slowly removes her stage makeup – this scene symbolizes the double exposure she decides on, revealing both her aged face and her bitter interior. She will not dissuade Noodles from attending the party and knows it – just as he knew when coming to her that she had been the senator’s lover for years. Deborah senses tragedy, the end of everything, but when she sees Noodles at the threshold of Bailey’s residence, her gaze expresses more sadness and resignation than fear and anxiety.

Thirty-five years earlier, Noodles buried Max. He has been coming to terms with this all the time. Now, standing before Senator Bailey, he knows he has finally found peace. Max, or perhaps now rather – Senator Bailey, wants to plan his death once again, to control events once more. He is finished and knows it. Noodles is supposed to take his life, to get a chance to repay for everything he suffered because of Max. But Noodles buried Max long ago, and the man he looks at has nothing to do with him. He feels no hatred, does not seek revenge. He refuses to accept this last job and walks away. Thirty-five years of striving for career, fame, and wealth have changed little – Max still feels that the man he once so humiliated has the upper hand, and he understands that he never had control over this. So, he must make the decision himself.

Once again, Noodles, this time unknowingly, demonstrates friendship and loyalty. What was meant to be Max’s revenge turns into an act of mercy – by leaving, Noodles forces Max to make the decision without using anyone, and thus he has a chance to act with honor, as he always deep down wanted. Together with Noodles, we watch the working garbage truck, marked with the number 35. Thirty-five years that can now calmly fade into oblivion. Each character has paid their penalty and paid for the decisions they made. Everything is finished. Even Noodles’ final victory is bitter, as he has nothing left, and nothing to expect anymore.

And yet… the last scene brings a glimmer of hope. We see Noodles again in the Chinese theater, where he went when his friends died. The camera slowly moves up and shows a shot of Noodles’ face through a gauze curtain—and at that moment, quite unexpectedly, Noodles smiles. This smile is absolute cinema poetry, the perfect finish to a four-hour masterpiece. The smile of a man who is free. The mystery of this smile lies in the optical illusion created by the layer of gauze: Noodles looks both young and old simultaneously. Thirty-five years, as previously suggested by the garbage truck scene, have faded into oblivion, and the hero symbolically returns to the starting point, now calm and unburdened by guilt. What dictated his entire life, what set the rhythm of his actions even in his street adolescence, now ceased to exist, and he is truly free for the first time. Is he happy? Leone does not say, but it can be assumed that he is not. Nevertheless, the hope conveyed in the last scene softens the film’s exceptionally bitter tone but, above all, is so vivid that it is unforgettable.

The above sketch is just a few impressions about Sergio Leone’s work. As I stated at the beginning, an analysis of Once Upon a Time in America is not only pointless but technically unfeasible. The richness of content, archetypes, and symbols used by Leone allows one to find something new, something revealing almost every time, which can suddenly change the meaning of a motif we were already certain of. Psychologically sophisticated, it offers many possibilities for evaluating the behaviors, attitudes, and actions of the characters, in which new, previously overlooked traits are constantly discovered, or one concludes that the traits previously attributed to them are irrelevant or nonexistent. A film that perpetually reveals new faces and contains everything that has always fascinated me in cinema—though combining it all together seems impossible. Leone achieved this with a very simple gangster story. He created a film that I can only describe in one way – a masterpiece.