In this sprawling epic, Once Upon a Time in America, the narrative unfolds across three pivotal eras: 1920, 1932-3, and 1968. The story oscillates between these periods, intricately woven together to reveal a rich tapestry of life and loss.
Set against the backdrop of the Lower East Side of Manhattan, the film begins in 1968 when a middle-aged David "Noodles" Aaronson (Robert De Niro) makes a dramatic return to his old neighborhood. Called back under mysterious circumstances by a rabbi’s letter about a cemetery's closure, Noodles, now living as Robert Williams, is haunted by memories of his past and the specter of vengeance. After settling into a room above a local bar owned by Fat Moe Gelly (Larry Rapp), Noodles investigates the letter's origin, dreading a reunion fraught with the ghosts of his former friends—Patrick "Patsy" Goldberg (James Hayden), Philip "Cockeye" Stein (William Forsythe), and Max Bercovic (James Woods).
The film dives into flashbacks of 1920, painted vividly with the stark realities of poverty. Noodles, as a younger man played by Scott Tiler, dreams of rising above his desperate circumstances alongside his friends. They are entangled in petty crime under the thumb of local Irish gangster Bugsy ([James Russo]), yet harbor aspirations for independence. An encounter with Max ([Rusty Jacobs]), who impresses them with his cunning, sets the stage for their budding friendship, spotlighting Max's charisma and leadership.
As childhood ebbs away, the boys transition into their teenage years, getting embroiled in more serious crime and gaining notoriety. They cleverly manipulate Whitey ([Richard Foronjy]) to pay them tribute, despite his attempts to dominate them, and soon find themselves making a name in their community. Noodles harbors a crush on Deborah ([Jennifer Connelly]), the beautiful sister of Fat Moe, whose ballet practice captivates him, though largely ignored by her.
Strife arises when Bugsy brutally besets Noodles and Max following a robbery, leading to catastrophic consequences that culminate in Noodles' imprisonment for twelve years. Upon his release in 1932, he is reunited with Max and discovers their new venture as bootleggers thriving in a speakeasy, a façade that serves a far darker purpose.
Their ambitions escalate, overlapping with labor movements led by the principled Jimmy "Clean Hands" O'Donnell (Treat Williams). The gang’s machinations turn dire as they plot to switch a police captain's newborn son to ensure their safety amidst labor strikes, pushing the envelope of morality further.
Driven by romance and regret, Noodles rekindles his connection with Deborah. However, toxic choices culminate in tragedy as their violent aspirations lead to confrontation and death. For Noodles, guilt becomes omnipresent when betrayal and complex interactions lead his friends toward destruction at the hands of rival forces.
As Noodles grapples with the fallout from the violent lives they've led—where trust is fleeting and survival is paramount—the film examines themes of friendship, betrayal, and the haunting echoes of an unresolved past. By the end, Noodles confronts the implications of his actions in 1968, learning that those he loved are memorialized in a lavish mausoleum. A chance encounter places him face-to-face with Max (William Forsythe) once more, blending past and present in a disquieting dance of fate and remorse, culminating in the stark realization that the future is an echo of choices made long ago.
The film's final moments suggest a return to an opium den, blurring reality and fantasy, leaving lingering questions about the nature of the dreams and the burdens of one's past, a speculation that continues to haunt the viewer as the credits roll.
