Once Upon a Time in America

By on April 18, 2010

Gangster Movies: (ca. 1984) Epic, episodic tale of the lives of a small group of New York City Jewish gangsters spanning over 40 years. Told mostly in flashbacks and flash-forwards, the movie centers on small-time hood David ‘Noodles’ Aaronson and his lifelong partners in crime; Max, Cockeye and Patsy and their group of childhood friends from the rough Jewish neighborhood of New York’s Lower East Side. Filming went on from 14 June 1982 to 22 April 1983.

In this film starring Robert De Niro and Joe Pesci, Treat Williams plays a character named Jimmy Conway. De Niro and Pesci starred in the gangster film Goodfellas (1990), where De Niro played a character named Jimmy Conway.

Robert De Niro suggested that James Woods wear a set of perfect, bright white teeth to demonstrate the Secretary Bailey’s wealth and vanity. The producers balked at the cost, so De Niro paid for them himself.

The bar in which the five young members of the gang debate whether to take the dollar the bartender offers them for burning the newsstand or roll the drunk, is McSorley’s Alehouse on 15 E. 7th St. near St. Mark’s Square. It opened in 1854 and is the oldest continually operating bar in the United States. The building the boys exit from is not, however, the exterior of McSorley’s.

The director was originally going to film Harry Grey’s autobiographical novel “The Hoods” in a normal linear narrative manner, but in the 1970s he began to expand the story into an epic semi-surreal tale with a succession of screenwriters including, Norman Mailer and Stuart Kaminsky.

It reportedly took many years for Sergio Leone to secure the rights to Harry Grey’s book “The Hoods,” on which this film was based, because another producer, Dan Curtis, held the rights and wasn’t willing to give them up. So in 1976 Leone turned to Prince Albert of Monaco, who persuaded Curtis to give up the rights in exchange for Grimaldi financing “Burnt Offerings,” a replacement movie starring Oliver Reed and Bette Davis.

According to an interview with Stuart Kaminsky (special edition DVD), the outline that was given to him was around 200 pages. Kaminsky was asked by Sergio Leone to fill in the dialog in the 200-page outline. Kaminsky came back with a draft that was 400 pages long and Leone read all 400 pages of the draft in front of Kaminsky as soon as it was given to him.

The U.S. distributor reportedly failed to file the proper paperwork so that Ennio Morricone’s score, regarded as one of his best, could be put up for nomination for an Academy Award.

This was Jennifer Connelly’s first feature film role.

When filming was completed, the footage ran to a total of 8-10 hours. Director Sergio Leone and editor Nino Baragli trimmed the footage to around 6 hours, with the plan of releasing the film as two three-hour movies. The producers refused this idea (partly because Bernardo Bertolucci’s two-parter Novecento (1976) had been a commercial/critical flop) and Leone had to further cut the film down to 3 hours 49 minutes.

While the 229-minute version is touted as the definite version of the film, Sergio Leone wanted the film to have a running time of 250-265 minutes. The 229-minute version left out 45 minutes that Leone considered essential on the cutting room floor, including: further explanation of the mob/labor relationship, Noodles meeting Carol in the 1968, and a good deal of footage featuring Noodles’s relationship with Eve.

The scene where Noodles takes Deborah to dinner was filmed in Venice, while the fateful ride home was filmed an ocean away at the New Jersey Shore.

Producer Arnon Milchan has a cameo as Noodles’s chauffeur during the fateful trip home.

Director Sergio Leone was noted for his dynamic use of the 2.35:1 format. This film was his only film not shot in the 2.35:1 aspect ratio.

In the early stages of production, Gérard Depardieu was cast to play the young Noodles, and Jean Gardner was going to play the old Noodles. Depardieau said that he was willing to learn Enlgish with a Brooklynese accent for the role.

Joe Pesci suggested Larry Rapp for the role of Fat Moe, having worked with him in Dear Mr. Wonderful (1982).

The exteriors in the scene where the adult Noodles visits the mausoleum containing the bodies of his three friends was filmed at Woodlawn Cemetery in The Bronx. The mausoleum was actually that of John “Bet a Million” Gates, a founder of Texaco and the man credited with popularizing barbed wire.

Robert De Niro requested a private meeting with renowned crime boss Meyer Lansky to prepare for his role as Noodles. The request was denied.

Joe Pesci originally auditioned for Max, but Sergio Leone convinced him that he wouldn’t be quite right for the role. As a favor to Pesci’s friend Robert De Niro (the star of the film), Leone told Pesci that he could pick whichever of the available roles he wanted as his own instead. He chose the part of Frankie, which was considerably larger in the original script than it is in the finished movie.

Sergio Leone was contracted to deliver a film that would run for 2 hours and 45 minutes. His final cut was nearly 4 hours long. The American distributors reacted by excising an hour from the running time (though Leone’s intended cut was seen in its entirety in Europe).

A few days before the film’s premier in 1984, Treat Williams found out the two-hour version, not the four-hour version, would be shown in theaters. He was heard to have said that no one would understand the movie in the shortened version. Indeed, the film did not do well at theaters and was shut out of the Oscars and received no nominations. When the video and DVD versions were released in the original four-hour versions, the film ultimately found commercial and critical success.

This was Sergio Leone’s final film.

It took six writers, including director Sergio Leone, to adapt Harry Grey’s novel for this film.

Though not mentioned in the film Noodles’ prison sentence is 12 years. This can be worked out when Deborah (upon meeting Noodles at the bar shortly after he is released) says she counted down from 4566 days till she could see Noodles again.

This film is one of two starring Robert De Niro to end with the song “God Bless America”. The other is The Deer Hunter (1978).

Jennifer Connelly’s performance in this film drew the attention of Italian director Dario Argento, who had worked closely with Sergio Leone for C’era una volta il West (1968); he cast her in her first starring role in Phenomena (1985).

In October 1975, Sergio Leone declared that the cast would feature Gérard Depardieu as Noodles and Richard Dreyfuss as Max, with James Cagney playing the old Noodles and Jean Gabin playing the old Max. However, while Cagney and Dreyfuss were flattered by the proposition Cagney had trembling hands and Dreyfuss did not feel it was the right moment for him to take on the part of Max.

According to Sergio Leone, over 200 actors auditioned for the part of Max.

Sergio Leone had refused the offer to direct The Godfather (1972), an opportunity he deeply regretted. This may have partly inspired him to try a gangster film; Leone has also notably used the flashback technique pioneered in The Godfather: Part II (1974)

Ennio Morricone had originally composed “Deborah’s Theme” in the 1970s for another film, but it was rejected. Morricone presented the piece to Sergio Leone for use in the film, but Leone was initially reluctant to use it since he considered it very similar to Morricone’s main theme for C’era una volta il West (1968)

According to James Woods, a critic dubbed the film (in its 144-minute version) the worst of 1984; years later that same critic watched the original 229-minute version and called it the best of the 1980s.

It is James Woods’s opinion that this film was Sergio Leone’s finest work, and that acting in it was the highlight of his career.

During the baby-switching scene, the music heard is “La gazza ladra” (“The Thieving Magpie”), a musical overture by Italian composer Gioacchino Rossini.

The opera symphony “Amapola,” can be heard on several occasions in the film: Deborah dances to a jazzy version on the gramophone, Fat Moe’s band plays the tune (also jazzed-up) on the speakeasy, and a strings version is heard during Noodles’ date with Deborah.

The street view of Manhattan Bridge (as seen in the film’s poster) can be seen from Washington Street, Brooklyn.

Sergio Leone based the film’s visual style on the paintings of artists Reginald Marsh, Edward Hopper, and Norman Rockwell and Edgar Degas (for Deborah’s dancing scenes) and the photographs of Jacob Riis (for the 1922 sequences).

In the early 1960s Sergio Leone’s brother-in-law Fulvio Morsella read an Italian translation of Harry Grey’s book “The Hoods” to him. The book claimed to be “an autobiographical account” of the life of a Jewish gangster in New York’s Lower East Side, and written by Grey whilst he was incarcerated in Sing Sing prison. Leone was very taken with the book, and it served as his major inspiration in making a gangster film that would capture the spirit of America.

Franco Ferrini was a young film critic and great admirer of the films of Sergio Leone when the director asked him to contribute to the film’s script in the 1970s.

The “Song of Songs,” as read in the Jewish Bible, is heard twice in the film. The first time, Deborah catches Noodles spying on her and recites it to him; and the second time, Noodles recites it to Deborah while they are on the beach. Notably, the characters are narrating it according to their own understanding of the Song, so neither version is quite accurate.

To establish atmosphere, bits of Ennio Morricone’s score was played during filming.

Two (perhaps deliberate) musical anachronisms are present in the film: the song “God Bless America,” heard at the beginning and end of the film (in 1933), is the version from This Is the Army (1943); and the song “Summertime” played by a jazz band at the beach when Prohibition is repealed, was composed in 1935, two-three years after the repeal.

The original script of the film was completed in October 1981 and was 317 pages long.

During filming, Sergio Leone hailed Robert De Niro as a much better actor than Clint Eastwood, whom Leone had frequently directed (and who Leone had been jealous of as at that time Eastwood was getting more directorial acclaim than he was). However, afterwards Leone made his peace with Eastwood and retracted these statements.

The film took so long to be made that its composer Ennio Morricone had finished most of the soundtrack before filming had even reached the half-way point.

For the scene where young Noodles spies on a nude young Deborah, actress Margherita Pace was credited as young Connelly’s body double despite Connelly having done the scene herself. That scene was trimmed on the behalf of filmmakers.

The film premiered at the 1984 Cannes Film Festival in its original running time of 229 minutes, but on its American release the film was heavily edited by the Ladd Company (against Sergio Leone’s wishes) and cut down to 144 minutes. This version scrapped the flashback structure Leone used, and instead arranged all the scenes in chronological order (a well-meaning but ultimately demeaning and criticized move). Most of the major cuts were in the childhood scenes, making the 1933 scenes the most prominent part of the film. Noodles’ 1968 meeting with Deborah was removed, and the film’s “garbage truck/opium den” conclusion was altered to Secretary Bailey shooting himself offscreen. This version flopped in the U.S. and many American critics, who knew of Leone’s original cut, attacked the short version viciously; some critics compared shortening the film to shortening Richard Wagner’s operas (some of which run over five hours), saying that works of art that are meant to be long should be given the respect they deserve.

In the early days of the project Sergio Leone courted John Milius, a big fan of Leone, to work on the film. However Milnus was working on The Wind and the Lion (1975) and Apocalypse Now (1979)’s script and could not be available.

Jodie Foster and Daryl Hannah turned down the role of Deborah. Hannah specifically did Splash (1984) instead of this film.

Brooke Shields was offered the role of Deborah Gelly in a conversation with director Sergio Leone, but after a writers’ strike, Shields didn’t reach a financial agreement.

To prepare a draft of the script, writer Norman Mailer barricaded himself in a Rome hotel with whiskey bottles, boxes of Cuban cigars and a typewriter for three weeks. Mailer then had a meeting with Harry Grey to appropriately complete the draft, but Sergio Leone did not find it acceptable.

Al Pacino and Jack Nicholson turned down the role of Noodles.

John Belushi was offered the role of Max, but he died before auditions began.

Julie Andrews and Kay Lenz were both offered the role of Carol but they turned it down.

According to Sergio Donati, from 1967-77 all Sergio Leone had for the film was an opening scene: the corpse of an old gangster falls into the Hudson River and sinks to the bottom, where an underwater neighborhood of bodies is revealed. Leone devised this scene with writer Robert Dillon, who then pilfered it for John Frankenheimer’s film 99 and 44/100% Dead (1974).

When producer Alberto Grimaldi read the script, he wrote a long letter to Sergio Leone listing what he felt were the crucial flaws: the film was too long (it would have run for five hours and the American distributors would cut it down to two); and Noodles was too negative for the American public (as Grimaldi put it, “he rapes a woman and kills people without reason!”). Grimaldi demanded that either the script be redone or he would not produce it.

Gérard Depardieu very much wanted a role in the movie and was prepared to learn English with the appropriate Brooklynese accent.

Clint Eastwood reportedly turned down the role of Jimmy O’Donnell.

In June 1982, prior to the start of filming, Sergio Leone tried to contact Harry Grey to tell him the good news of his story being made into a film. Grey’s wife told Leone that her husband had died a few weeks earlier.

Sergio Leone had several meetings with ex-gangster/author Harry Grey, so that he could recreate America as seen through Grey’s eyes (speakeasies, opium dens and all).

By 1980, Sergio Leone spoke of casting Paul Newman as old Noodles and Tom Berenger as young Noodles; the role of Max going to Dustin Hoffman, Jon Voight, Harvey Keitel or John Malkovich; Liza Minnelli would be Deborah and Brooke Shields as young Deborah; and Claudia Cardinale would be Carol.

The script was written in Italian by Leonardo Benvenuti; in 1981 writing partners Piero De Bernardi and Enrico Medioli, and Stuart Kaminsky were brought in to appropriately translate it into English. According to Kaminsky, Benvenuti was primarily responsible for devising the visual scenes, Medioli maintained the epic nature of the film, and Kaminsky wrote all the dialogue (Kaminsky also collaborated with Robert De Niro to ensure the characterization between Max and Noodles was both similar and distinct).

Writer Stuart Kaminsky was brought in as he was Jewish himself and had written many 1940s mystery tales, and so could realistically tie the film to the Jewish culture and still maintain the mystery surrounding Noodles’ life. Kaminsky was also an admirer of Sergio Leone and his work.

Sergio Leone wanted the film to feature guest appearances by some of Hollywood’s 1940s stars, specifically George Raft, James Stewart, Henry Fonda and Glenn Ford.

In October 1975 Sergio Leone visited Canada to scout locations around Montreal, where there were more 1930s décor/architecture than New York itself (and also has a history as the epicenter of Prohibition). During this time he declared that part of the story would be set in Canada, with an important role prepared for the French-Canadian singer/actor Robert Charlebois.

Fat Moe’s 1968 bar was based on an actual location where Sergio Leone met Harry Grey; this bar, which was Grey’s recommendation, was situated near New York’s New Calvary Cemetery, just off Greenpoint Avenue, and was, as Leone described, “dark and sordid with people sitting at little tables in the shadows having secret conversations in whispers.” Leone claimed the bartender even looked like Fat Moe himself.

From 1980-82 Sergio Leone divided his time between interviewing more than 3000 actors for over 110 speaking roles (of those, 500 auditions were videotaped), scouting locations and supervising the pruning/reshaping of the script.

Sergio Leone was thrilled at meeting the real Noodles Aaronson, Harry Grey, and said he resembled Edward G. Robinson: “The grotesque realism of this elderly gangster who, at the end of his life, couldn’t stop himself using a repertoire of cinematic citations, of gestures and words seen and heard thousands of times on the big screen, stimulated my curiosity and amused me. I was struck by the vanity of this attempt and by the grandeur of its bankruptcy.”

Robert De Niro was the first person cast, having been approached for a role as Noodles during filming The Godfather: Part II (1974), and was later actively involved with choosing the remaining cast members.

This was James Hayden’s final film.



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