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Two Cents is a Cinapse original column akin to a book club for films. The Cinapse team curates the series and contribute their “two cents” using a maximum of 200-400 words. Guest contributors and comments are encouraged, as are suggestions for future picks. Join us as we share our two cents on films we love, films we are curious about, and films we believe merit some discussion. Would you like to be a guest contributor or programmer for an upcoming Two Cents entry? Simply watch along with us and/or send your pitches or 200-400 word reviews to [email protected].

Any cinephile worth their salt is going to have a soft spot for epic pictures. The grandest tales told on the biggest screens with the hugest visuals conceivable to mankind, and the runtimes to match. This month’s “Epics Revisited” programming highlights the Cinapse team’s curated list of some of our top films that were significantly altered (and improved) by their Director’s Cuts. Often these titles are drastically different than what was initially released theatrically.

The Pick: Once Upon a Time in America (1984)

This week’s Two Cents unearths the restored “Extended Director’s Cut” of master director Sergio Leone’s final film, Once Upon a Time in America. Once intended to be two three-hour films, Leone was contractually obligated to turn in a more commercial runtime for his epic adaptation of Harry Grey’s gangster autobiography, “The Hoods.” A 3-hour, 49-minute cut was eventually approved for release in Europe and premiered to rave reviews at the Cannes Film Festival; however, American distributor The Ladd Company butchered the film further without Leone’s input, rearranging the complex narrative structure to a chronological order and removing more than 90 minutes from the film. While the film was a disaster in America, America‘s European cut would thankfully become the more available version on home video–and nearly 30 years later, the discovery of discarded reference prints of deleted scenes would allow Leone’s family, Martin Scorsese’s Film Foundation, Warner Brothers, Gucci, and L’Immagine Ritrovata to restore Once Upon a Time in America to a definitive 4-hour, 11-minute runtime.

Whether 3 or 4 hours, Once Upon a Time in America remains a complex reimagining of Prohibition-era New York as only the director of the Dollars trilogy and Once Upon a Time in the West could capture it. It’s both a celebration and condemnation of gangland nostalgia, and an unrivaled epic whose temporal and emotional heft still packs a punch with viewers today.

Featured Guest

Nathan Flynn

Once Upon a Time in America is a hauntingly beautiful swan song from one of my favorite filmmakers whose work lingers with the same haunting allure that some speak of David Lynch or Stanley Kubrick. This film, the final entry in Leone’s “Once Upon a Time” trilogy, follows Once Upon a Time in the West—one of Leone’s finest achievements—and Duck, You Sucker—a lesser but still compelling work.

Boasted by a star-studded cast including Robert De Niro, James Woods, Elizabeth McGovern, Joe Pesci, and many others, the film is an operatic masterpiece — a monumental exploration of regret, childhood, friendship, and betrayal. The story unfolds through the eyes of a man steeped in darkness, reflecting on a life marked by betrayal and lost opportunities, all set to Ennio Morricone’s evocative score. Morricone’s music, always rich with emotional depth, is an alchemical transformation of human feelings into pure, resonant sound.

The film’s intricate narrative structure, which slowly reveals its secrets and unravels its mysteries, perfectly mirrors its protagonist’s mournful and unheroic journey. The American release, unfortunately, butchered by The Ladd Company without Leone’s input, presents the film in a linear fashion, a stark contrast to the original, masterful European cut.Once Upon a Time in America stands alongside the great final films of directors like Kubrick’s Eyes Wide Shut and Lumet’s Before the Devil Knows You’re Dead. Its layered storytelling and emotional complexity make it a fitting farewell to Leone’s legendary career, akin to the deep, reflective quality of The Godfather Part II and Scorsese’s The Irishman.

(@NathanFlynn on Xitter)

The Team

Ed Travis

From what I understand Sergio Leone worked on this film for upwards of 15 years and when the studio finally released it, they stripped it of its rich time hopping narrative and re-edited it into a chronologically ordered tale. Perhaps the thinking there was that audiences simply couldn’t follow a narrative that bounced around in time so fluidly. But it was considered a disaster. This decades-spanning Jewish gangster epic from one of the most revered filmmakers to ever live was a part of my life from a pretty young age, likely from one of those 2-VHS-tape sets. For the life of me I don’t recall if the version I watched was chronologically arranged or not. But what we’re exploring is the extended director’s cut version that runs at 251 minutes and includes some “believed to be lost” footage. That said, even the “theatrical cut” presented on my Blu-ray is NOT the chronological version. So it’s a troubled film with a checkered release. But it’s also a profoundly sad, evocative tragedy and a triumph of a final film for Leone. 

I’ve used most of my 400 words to discuss the fumbled release. But Once Upon a Time in America is a film of great intention, planned out in confidence by an unquestioned master. We follow Robert De Niro’s Noodles through a life filled with criminal ascendance, but personal tragedy. We follow our anti-hero gang through their childhood, into their criminal successes as young adults during Prohibition, and into the surviving characters’ later lives (shells of lives) in the late 1960s. Always peering and gazing through peep holes and mirrors, Noodles is a deeply tragic figure who, through his own actions and nurtured by the corrupt world around him, will never find love or trust or belonging. He lives the American dream on the one hand, and saunters into an isolated oblivion on the other. In all honesty, one of the only things I remembered from the film, and which I dreaded upon re-watch, is one of the most upsetting rape sequences I’ve ever seen. Noodles has spent his whole life pining after Deborah (Jennifer Connelly as a youth and Elizabeth McGovern as an adult), who simply outclasses him and has her eyes set on bigger things, even if she does have a soft spot for him. In the film’s most stomach-churning and gut-wrenching scene, Noodles, at the height of his gangster powers, finally attempts to woo Deborah with all the flash and wealth he can muster. Deborah informs him that she’s moving to L.A. to become an actress, and he uses his ill-gotten strength and power to assault her. It’s absolutely awful, but it also breaks him, and is illustrative of the entire tragic premise of this film: that sure, in America you can take what’s not given to you, but your soul just may be stripped away from you in the process. Innocence Lost: The Motion Picture.

Film critic Richard Schickel in the commentary track asserts his belief that the film, bookended by scenes of Noodles drowning his sorrows in an opium den (oh, the set design here is immaculate), represents an extended dream sequence, as though much of the tragedy of the gang’s latter-life sequences are imagined. I’m not a big fan of “it was all a dream” theories, myself. But regardless, Once Upon A Time In America is a nightmare of men lashing out and coping by taking what they want and sowing poison that reaps tragedy. Only Leone could make such a sweeping, tragic tale so heart-achingly beautiful to witness.

(@Ed_Travis on Xitter)

Julian Singleton

Once Upon a Time in America is neck-and-neck with Magnolia for my favorite movie of all time–so forgive me as I completely disregard our usual word limit to appreciate such a limitless film.

Over the course of his career, Sergio Leone transformed how we saw America. In particular, his Dollars Trilogy and Once Upon a Time in the West seized upon the iconic imagery of classic Westerns to expose the corruption and violence behind their majestic vistas and seemingly heroic figures. In his final four-hour epic, Once Upon a time in America, Leone centers Jewish gangster David “Noodles” Aaronson (Scott Tiler/Robert DeNiro), exploring his life, loves, and betrayals while shifting between past and future, memory and fantasy. The result takes on a scope surpassing anything Leone previously accomplished, managing to dovetail his lead’s complicated love for his thrilling yet violent youth with America’s dubious nostalgia for Prohibition-era gangland lawlessness. 

In dovetailing Noodles’ past with America’s own, we share in his complex love for his childhood exploits, and commiserate in how his dreams and ideals are dashed on the rocks of reality. Leone spares no detail in faithfully recreating the 1920s, 1930s, and 1960s, with Giovanni Natalucci’s production design feeling more like time travel than mere set construction. The antics of these kids are just as earnest and heartfelt, with their bravado more than once undermined by their emotional immaturity. In one memorable scene, the boys—despite their tough personas—are more tempted by a Charlotte Russe than by the girls meant to receive such gifts. As Noodles’ gang becomes entangled in New York’s criminal underworld, the image of them at the height of their youthful success lingers: boy-men in oversized trench coats and fedoras. Noodles, Max, Cockeye, Patsy, and Dominic are all so eager to embody some ideal of criminal adulthood that they remain trapped in a terminal sense of arrested development no matter how old they manage to become. However, Leone also recognizes that such a marriage between the vitalities of youth and reckless gangland abandon can be a valid response to living in a world filled with senseless and random death and brutality. You could be switched at birth or gunned down in a hailstorm of bullets in someone else’s petty scheme; at the same time, you can make and lose a fortune as the master of your own fate, depending on how ruthless you are in your ambition. There’s as much to love as there is to hate about this life–and it’s impossible to separate one extreme from the other.

In that same way, unmoored from time and structure, America becomes Leone’s most haunting and provocative film–inextricably fusing nostalgia and regret. When Noodles leaves prison as an adult, there’s a gulf of experience between this gangland boy and the adults who’ve matured in his absence. Max, Cockeye, and Patsy have embraced their lucrative bootlegger lives, and childhood love Deborah (Jennifer Connelly/Elizabeth McGovern) has pursued her equal ambitions into fame and stardom. Noodles is more than ready to join them, going on violent money-making sprees and cosplaying as a member of the high life in order to convince both Deborah and his friends that he’s “one of them.” But the reality is that his prison’s just upgraded from the one he spent the rest of his childhood in. Noodles the Man is still just Noodles the Boy–pursuing a dream of adulthood that, facing so much more consequence and loss than ever, rings even more hollow and fruitless. It’s a viscerally uncomfortable truth for anyone, not just Noodles–and Leone crystallizes this in one of the most repulsive scenes put on film. Noodles’ assault on Deborah makes him such an irredeemable character, a scene that McGovern herself pointedly equates to the immature and brutal violence featured in the rest of the film. The underlying psychology of Noodles’ actions, something he spends the 1960s section of the film coming to grips with, is possibly the most heartbreaking and universal truth of Leone’s filmography. There’s an unshakable grief for a past Noodles can’t reclaim and for a future that was never his to begin with, and despite all of his efforts to seize control of his life, life will coldly move on without him.

It’s a near-total rejection of the concept of the American Dream–for all of life’s unpredictability, it’s naive to believe ambition alone will lead us to the future we dream we deserve. At the same time, Leone empathizes with this idealism–it’s a dream that gives children the courage and vitality to achieve extraordinary things, if unspeakable to others, as adults. This childish dream, that we’re masters of our fate in a random world, still retains its ability to inspire even if the only thing we can be certain of is death itself. That certainty lingers over every inch of this film, as young Dominic is gunned down at the peak of their childhood success, and as the elder Noodles navigates cemeteries and mausoleum-like mansions in search of one final explanation of life’s mysteries before he, too, meets his end. And especially so as, in the background, a character from Noodles’ past seemingly begs for death from beyond the grave. 

Though Once Upon a Time in America was subject to editorial butcherings over the years, finally restored to a near-complete four-hour version, its extended runtime is crucial to its impact. We feel every drawn out minute–from the temptation of a Charlotte Russe to watching a long-lost friend meet a shadowy, mysterious fate. We jump across decades of triumph and loss with dream logic, joining Noodles in a desperate search for answers that may never have been there to begin with. This cumulative soul-searching is essential for the film’s subdued, heartbreaking conclusion to resonate–as the constant, searing presence of melancholy passion cuts through the ambiguity of whether anything that we’ve seen is in fact real, or just an opium-fueled American dream. It’s an impossible feat for any film to tackle the totality of human experience within the scope of one runtime–but the fact Sergio Leone dares to even try with Once Upon a Time in America brings it as close to success as possible.

(@Gambit1138 on Xitter)

Austin Vashaw

Even though I’m a huge fan of Sergio Leone and have seen just about everything he’s directed, his crime saga Once Upon a Time in America is one that’s escaped me for awhile, mostly because the runtime and heavy tone – I’d heard in particular of its difficult sexual violence – always felt a bit daunting.

Robert De Niro’s career criminal “Noodles” is at times a reprehensible figure, but also a deeply tragic one, and despite his horrific crimes we might hope for some sliver of redemption as his tale is told through a combination of flashbacks and his return to New York many years after fleeing for his life – older, seemingly wiser, and still marching inexorably to the end of his story.

Both De Niro and James Woods – as well as the impeccably cast younger actors who are completely believable as their younger selves – are incredible as the primary relationship driving the film’s plot, as fierce friends and fiercer competitors, making or breaking their fortune in Prohibition-era New York through a combination of guts, smarts, and dirty dealing. They aren’t exactly protagonists to root for so much as to observe; between them their crimes include rape, murder, and betrayal.

The film is singular among Leone’s oeuvre in that coming later in the director’s career (1984), it features a relatively modern cast including Treat Williams, James Woods, Joe Pesci, and Jennifer Connelly. Another interesting aspect – particularly since Leone is Italian – is that the film’s characters are Jewish-American immigrants, rather than the more typical Italian or Irish representation of mobsters. So right offhand, it feels like a unique look at a familiar subject.

The maestro Ennio Morricone fills the tale with a luscious score that underlines its sadness and tragedy, and its main theme was instantly familiar to me as a  fan of his work, although I hadn’t seen the film before. It’s a tough watch, but I’m glad I’ve finally experienced Leone’s final work.

(@VforVashaw on Xitter)

CINAPSE REVISITS OUR BEST FORGOTTEN EPICS

In September, dive into epic films in their directors’ uncut, definitive forms. These bold visions by our favorite filmmakers use every minute of runtime to immerse us in vast worlds and compelling stories. Join us by contacting our team or emailing [email protected]! 

September 16th – The Abyss: Special Edition (2 hours, 51 minutes)
September 30th – Kingdom of Heaven: Roadshow Director’s Cut (3 hours, 9 minutes)