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Many people compare "Once Upon a Time in America" with "The Godfather". In my opinion these two movies can't be compared. Both are masterpieces in their own way, but each of them has a different style. You don't compare a Picasso to Michelangelo's Sixteen Chapel either, do you?

What is it that makes this movie a masterpiece? Well, first of all there is the director. Sergio Leone is a real master when it comes to creating a special atmosphere, full of mystery, surprises and drama... He's one of the few directors who understands the art of cutting a movie in such a way that you stay focused until the end.

The way the movie was cut is also the reason why a lot of Americans don't think this movie is very special. There are three versions, but only the European version is how the director imagined it to be. He didn't want his movie to be shown in chronological order (1910's - 1930's - 1960's), but wanted to mix these three periods of time. The studio cut the movie in chronological order, loosing a lot of its originality and therefor getting a lot of bad critics. If you want to see this film the way Sergio Leone saw it, you have to make sure you get the director's cut.

The second reason why this movie is so great is the music. Ennio Morricone, who is seen as the greatest writer of film music ever, did an excellent job. Together with the images, the music speaks for itself in this movie. From time to time there isn't said a word, but the music and the images on their own tell the story. He understood perfectly what Sergio Leone wanted and composed most of the music even before the movie was shot.

Last but not least there is also the acting and the script. The actors all did an excellent job. But what else can you expect from actors like Robert De Niro, Joe Pesci... They helped making this movie as great as it is by putting there best effort in it. The script helped them with it. It took twelve years to complete, but it hasn't left any detail untouched. The writers really thought of everything when creating it.

I can really recommend this movie to everyone, but especially to people who like the gangster genre. When you want to see the movie, you better be sure that you will have the time for it. This isn't a movie that is finished after 90 minutes. You'll have to be able to stay focused during 3 hours and 47 minutes, which will certainly not be easy during the first 20 to 30 minutes. Some scenes at the beginning only make sense when you have seen the end of the movie. But when you are able to stay focused, you'll find this one of the best movies you've ever seen. I certainly did and I rewarded it with a well deserved 10/10.

My title sums up the film, albeit cliche, the film is a masterpiece. The story of a gang's rise from the prohibition years to the 60s. The film's main 2 character's are the focus of the picture. Without trying to spoil it, the film addresses 3 distinct eras in their lives.

The film explores the heart, Noodles soul. A man struggling with himself, someone who plays evil acts, a man who sees the pure in his childhood sweetheart. A man never at peace.

The film is directed by Leone, a master of his art. I'm a huge fan of his work. Each of his films got better and better, and Once Upon A time In America was a picture which had all the experience which he achieved in the 60s. It's almost a gift to himself.

The film's locations are stunning, authentic and dirty.

The screenplay is excellent, but the direction makes the film. Maybe one or two characters were underwritten, but it seems that the director wanted us to talk about the picture, discuss the possible loose ends, make up our own minds. Leone's methodical pacing is stunning.

The acting is tremendous, can't praise James Woods and Robert De Niro enough, awesome!

The photography is beautiful, it lacks colour giving it a gritty look, perfection!

Morricone delivers another masterpiece, his score adds further depth and backups the director's story.

See it wide-screen, this film is a stunning piece of cinema. Leone, you were the master!

This is, for me, one of the finest examples of cinematic art. It isn't a simple, cut-n-dried 90 minute little package that gets wrapped up with a pretty bow at the end. You get pulled in by the enigmatic opening that unwinds the threads of the story to be found later. For many people having half an hour of purely visual story telling, of stories that are only mysteries at that point, before anything becomes truly linear is difficult to follow and discourages to many people. Our own memories are only snippets that only become linear as we concentrate on scenes from our lives. Once Upon a Time in America is like that as we follow Noodles through the `significant' part of his life - the times that formed him. When the story actually starts, we meet the girl that he always loved but could never have.

David `Noodles' Aaronson (DeNiro) was a kid on the very mean streets of Brooklyn when organized crime was born in America and he grew into and out of it. That's the simplest synopsis of the plot. The reality is that this isn't a movie about gangsters. Being a gangster is the easiest way for Noodles to survive and get ahead, but it also alienates and ruins his one love. Whenever he is close to giving himself to Deborah he always gets pulled back into the gang, in some form or another.

DeNiro's portrayal is of a gangster, through and through, who also has a conscience that, while not preventing him from being a ruthless killer, rules his life with regret, remorse and guilt. Leone takes a bit of poet/historic license by showing the Brooklyn Bridge being built in the background (the bridge had been built 40 years before), but it symbolizes Noodles' own growth. When the bridge is just pilings and incomplete towers, Noodles is just forming his future. By the time the bridge is complete, Noodles is nothing but a gangster and the bridge is majestic. When he returns 35 years later our view of the bridge is from under a freeway -- the world has moved along, but the bridge and Noodles are just as they were.

The length: If you're looking for a brief distraction that you'll barely remember 30 minutes later, this isn't the movie for you. However, if you are prepared and able to be undistributed for the nearly 4 hours that this film uses to compress a lifetime -- you will be rewarded with many facets of thought and examination.

Because there is an even longer director's cut and a short 130 minute version which was the version initially released in America, and is incomprehensible.

The film traces the lives of four Jewish gangsters from a New York City ghetto through 60 years of 20th century history in an odd way. It focuses on three time periods - 1920 when the gang is in their teens, 1932-1933 as prohibition ends, and 1968 when Noodles (Robert DeNiro) returns to New York as an old man after he gets a letter saying his true identity has been uncovered. Noodles has been living with regret this past 35 years, because he feels responsible for his gang having been killed by the police back in 1933. He wonders if someone is planning to settle an old score with him.

The Godfather this is not. There are no family ties binding any of these characters together, and they are extremely unlikeable and only vaguely characterized. Only Noodles is humanized even a little bit, and then he ruins that by turning out to be a rapist as well as covering the requisite thief/murderer territory that comes with being a gangster.

What does it do right? The cinematography by Tonino Delli Colli captures the gritty vibrancy of New York's Lower East Side, the glitz of the Prohibition era, and the melancholic decay of the 1960s. There is great attention to period detail, from costumes to production design, immersing the viewer in each era. Then there is that memorable score. As for the acting, De Niro shows the versatility that he always does, and James Woods as Noodles' best friend and gangster ally Max plays the part as ambitious and cunning. Plus Woods always injects just a little bit of crazy int his performances.

What did it do wrong? Leone's last film has the same problem with editing that Scorsese has had with his later films. It's just too long and has lots of side stories about union bosses and strikes that add nothing to the narrative. Finally, there are a total of two rapes in this film, with one of them actually being played for laughs. Leone did this in "Duck You Sucker" and caused me to lose all sympathy for Rod Steiger's character as a result. Does Leone not get how such crimes are received in the United States?

Overall this film actually transcends the gangster genre. It's not about family or the gangster lifestyle. It's about the passing of time, guilt/regret, memory, friendship and growing old. It's also just as much a mystery as it is a mafia movie, as there is much debate as to whether or not anything that happens in the 1968 segment is even real or is it a heroin induced dream of Noodles as he tries to forget his part in the death of his friends by getting doped up in an opium den. I'd say - You decide. It could go either way.

Sergio Leone's films are all love letters to America, the American dreams of an Italian who grew up at the movies, who apprenticed with Wyler, and Aldrich, signed himself Bob Robertson, and gave us Clint Eastwood, Lee Van Cleef, Charles Bronson as we know them. Sadly, America didn't always repay the compliment. Leone's were "spaghetti westerns", money makers to be sure, but deemed disrespectful of the great tradition of Ford, Walsh and Hathaway. Many critics and Holllywood insiders called his earlier Eastwood films cynical and violent bottom-line commercial exploitation. By the time that they caught on to Leone's genuine popular appeal, the director had already moved on. And, his Once Upon a Time in the West was damned as pretentious, bloated, self-indulgent: an art film disguised as a Western, the Heaven's Gate of its day. That film's canny blend of pop appeal and pure cinematic genius gradually dawned on the powers that be (or were), and helped give rise to the renaissance of American filmmaking in the early seventies. It is worth noting that The Godfather could have been made by Leone, had he chosen. Leone had been pitching a gangster film that would encompass generations, for a generation or two, himself. Rather than do the Puzo version finally thrown back at him, he waited an eternity, and finally realized this, his last finished project. That ellipse of a decade or so between conception and completed movie is paralleled in the film, itself, by Robert De Niro's ("Noodles'") opium dream of the American twentieth century, its promises, and betrayals. Naturally, Leone was betrayed, once again, himself, by America, and this truly amazing film, with its densely multi-layered, overlapping flashback structure was butchered upon its release, becoming a linear-plotted sub-Godfather knockoff in the process. Luckily, the critics had grown up enough in the meantime to finally get a glimmering of what Leone was up to, and demand restitution. Very few saw it properly in theaters, but the video version respects the director's intentions, more or less. Ironically, Leone had foreseen television screen aspect ratios as determining home viewing of the future, and abbreviated his usual wide screen format for this movie, so this most troubled last project was the first released on video to most properly resemble the true cinematic experience. For diehard fans of the Eastwood westerns impatient with this at first, watch those movies till you want and need more. This will eventually get to you. For art film fanatics who don't get the earlier Leones, travel in the reverse direction, and you will be pleasantly surprised. This is the movie that Leone spent a decade conceiving. It will deliver for decades of viewing to come.