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Once Upon A Time In America: De Niro On The Film That Broke Sergio Leone

by Richard Luck
4 November 2013 18 Comments

Bobby is joined by co-star James Woods to chew the fat on the sprawling epic that all but finished the legendary director...

Sergio Leone’s Once Upon A Time In America is Jim Davidson’s favourite film. That’s right, Jim ‘Nick Nick/Give Us A Break/shirt lifters all have the same expression’ Davidson. While you might disagree with more or less everything he’s ever said and done, you have to admit that the man behind Chalkie White has exquisite movie taste. Once Upon A Time In America is a film to rival the scope of The Godfather. For many, it is every bit the equal of Francis Ford Coppola’s epic. And for some, it’s even better.

Once Upon A Time In America trailer:

Regarded at the time of its release as The Godfather’s poor cousin, Leone’s film really has little in common with Coppola’s picture. Centring around the relationship between David ‘Noodles’ Aaronson and Max Bercowicz – Brooklyn boyhood friends who grow up to become big-time gangsters – it is the story, not of stereotypical Italian hoods, but of Jewish gangsters, the protagonists being loosely based on real-life Hassidic hoods Meyer Lansky and Bugsy Siegel. And while it bears the trappings of the genre, Once Upon A Time In America is less concerned with the gangster lifestyle than with universal forces such as betrayal, memory and the passage of time. The complexity of the film’s flashback structure is only matched by the depth of the characterisation. In The Godfather, Marlon Brando played Don Corleone as a charismatic pantomime villain. In America, Robert De Niro’s Noodles is a man with so many contradictions and insecurities, he makes Travis Bickle seem as simple as Forrest Gump.

That America’s so well realised shouldn’t be that surprising given how Sergio Leone honed the project for some 16 years. Upon reading a copy of Harry Grey’s The Hoods, the man behind the Dollars trilogy decided that here was a great opportunity to make a film that could set new standards in the genre. Unfortunately for Leone, Grey had already sold the rights to another producer. His dream dashed, Leone set about making Once Upon A Time In The West instead.

With the western redefined for a second time, Leone, learning that The Hoods was available again, set to work on a screenplay – or more correctly, he started looking for someone to write a script for him. Surprisingly unconfident for a man who’d breathed life into a dying genre, Leone wasn’t convinced he had the talent to either write or direct the epic he envisaged, offering the gig to acclaimed American novelist Norman Mailer. “Mailer flew to Rome,” the director recalled, “and barricaded himself in a hotel with whisky, cigars and a typewriter. And he remained in the room, without ever going out, for three weeks. He ‘posted’ sheets of paper under the door as he wrote them to couriers who stood by.” Try as he might, Mailer couldn’t lick the project. He wasn’t alone. By the time it reached the screen, American bore the fingerprints of eight official screenwriters (including the originally reluctant Leone) and countless uncredited scribes.

Despite so much effort, it wasn’t so much America’s script that guaranteed a green light as the involvement of one Robert De Niro. A hot property even before his Oscar win for The Godfather Part II, the actor was first approached about the picture in 1973. “I liked Sergio,” says De Niro of that first encounter, “but I wasn’t sure about him as a director. I knew he’d done spaghetti westerns but they weren’t taken seriously – I certainly hadn’t seen any of them.”

“Bob lives with his script: he repeats it to himself 100,000 times at home,” remarked Leone. “When he had to play an old man, he was an old man.”

When the pair crossed paths again nine years later, Leone was amazed that De Niro remembered their previous conversation. Despite having had his fingers burnt working with Actors Studio graduate Rod Steiger on A Fistful Of Dynamite, Leone had no reservations about employing Method king De Niro. The actor, however, had huge concerns about the scale of what he was about to undertake. “I knew it was a big commitment. Maybe two years. And that’s what it was – exactly two years.” Not that De Niro wasn’t well compensated for his pain – although he hadn’t had a hit since 1978′s The Deer Hunter, America made the actor Hollywood’s first $3m man.

De Niro’s name drew a ton of talent to the picture. Danny Aiello, Treat Williams, Joe Pesci, Burt Young – every quality character actor in the US wanted a piece of the action. If casting the supporting players couldn’t have been easier, De Niro’s involvement meant Leone had his work cut out trying to find someone with sufficient power to play Max. After auditioning 500 actors, the director gave the part to the then 35-year-old James Woods. “I was a still-to-be-proven character actor on the cusp of some kind of success, playing opposite the most widely acclaimed actor in the world,” laughs Woods. “I just thought that my challenge was to go toe-to-toe with him in every scene and prove I’m of the same mettle as him. I pursued the challenge of being in an ego competition to infuse the relationship between Max and Noodles with the same sense of affection and yet dire competition. And Bobby was aware of it, and it was good for the film.”

Competitive in front of camera, Woods and De Niro became good friends away from filming, this in spite of the younger man’s contempt for De Niro’s technique. “It’s just a bunch of old shit,” says Woods of the excesses of Method acting. “If it’s a great script and you’re working with good people, what’s the problem? I’m tired of the Actors Studio bullshit that has ruined movies for 40 years. All these guys running around pretending they’re turnips – they’re so fucking annoying. It’s 4am and you’re trying to get some shot done and they’re with a coach moaning about how they can’t feel this, can’t feel that. Just say the lines and get on with it! I mean, look at my roles – do you think I sit around the house shooting people?”

But for De Niro, getting into character was more than a simple act of pretending. “Bob lives with his script: he repeats it to himself 100,000 times at home,” remarked Leone. “When he had to play an old man, he was an old man.” Determined to research the part to the fullest, the Goodfellas star even asked for an audience with Noodles’ inspiration Meyer Lansky – an offer the ‘legitimate businessman’ promptly refused. And this wasn’t even the actor’s most bizarre request. As assistant production designer and the director’s daughter Rafaella Leone explains, “De Niro wanted unusual sounds to be played on set to help him wake up in a convincing fashion. We tried all sorts of sounds and many, many takes. After this had been going on for some time, one of the grips was heard to ask, ‘Is there a scene in the film where he has to cry? If
so, I’ll volunteer to kick him in the balls.’”

Adam and Joe’s Bobby De Niro song:

When the crew weren’t plotting to cripple the leading man, they made him the butt of their jokes. Since the adult Noodles ages 30 years over the course of the film, De Niro had to endure hours in make-up. When the actor complained, screenwriter Leonardo Benvenuti suggested that the best way around the problem would be “to shoot the first part with you as you are now, stop, wait 30 years, then film the end when you’re really old.” De Niro drank in this logic, realised it was a joke and stormed off set. It was the actor, though, who had the last laugh – his insistence on shooting the young scenes in sequence prior to filming the later episodes cost the picture an additional $1.5m.

De Niro’s perfectionism was only eclipsed by that of Sergio Leone. Content to keep filming until he had precisely what he wanted, Leone shot 35 takes of a costly crowd scene, then demanded one more when he noticed that a child in the middle-distance had looked directly into the camera. “He’d notice things that no one else would had spotted in a million years,” commented an exasperated Benvenuti. Leone’s willingness to turn America into a globe-spanning production further helped up the cost of the picture. Based at Rome’s Cinecitta Studios, the picture also took in Austria, France, Canada and the US. Throw in a costly dispute with the powerful New York unions and it’s no surprise America’s original $18m budget nearly doubled.

Leone theorised that such profligacy could be justified it he delivered a hit movie. Wrapping the picture a whopping nine months after he’d begun, he proudly screened America for the US execs who, rather than the 165-minute movie they’d commissioned, found themselves experiencing a picture that ran 90 minutes longer and had about as much respect for chronology as Noodles and Max had for the law. Shocked by the producers’ negative reaction, Leone headed off to Cannes in the hope of proving that he’d fashioned a triumph rather than a turd.

Certain they had an unmarketable commodity on their hands, the execs decided to cut their losses by cutting the picture. “They had the editor of Police Academy [Zach Staenberg] chop it to fucking ribbons,” seethes James Woods. “I was suicidal.”

Big mistake. Leone’s conviction that positive festival feedback would save his cut of the film had blinded him to the possibility that filmgoers might take issue with America’s more repellent aspects, in particular a scene where Noodles rapes his childhood sweetheart Deborah (Elizabeth McGovern) not once but twice. To say the audience reaction was frosty would be an understatement. “As a woman I feel deeply embarrassed to have witnessed it,” a critic bellowed at Robert De Niro during the post-screening press conference. Ever a man to react maturely, the actor took hold of the bobble hat he was wearing and pulled it down over his eyes. That Leone subsequently claimed that Noddles’ violation was “an act of love by a man who has lost the only thing he ever wanted” merely threw more petrol on the bonfire.

Certain they had an unmarketable commodity on their hands, the execs decided to cut their losses by cutting the picture. “They had the editor of Police Academy [Zach Staenberg] chop it to fucking ribbons,” seethes James Woods. “I was suicidal. The film got fucking slaughtered by the critics as well it should have. It was dead in the water.”

Sadly, since Leone had signed a binding contract, the producers were free to do what they wanted with the finished film, even if this meant ditching the flashback structure in favour of a more traditional narrative and jettisoning 90 minutes of footage. To his credit, Leone fought his corner and eventually earned the right to release his original cut in Europe where it played to emphatically positive notices. Such a measure did nothing to improve box-office figures in the US, alas, where America made less than $6m on its original release.

Rather appropriately for a film preoccupied with the passing of time, the years have been incredibly kind to Once Upon A Time In America. Re-evaluation of the movie came too late for Sergio Leone, however. In 1983, during negotiations with the movie’s distributors, Leone was diagnosed as suffering for a coronary condition. A period of bed rest left him well enough to arrange the picture’s release but the damage had been done. In 1989, after further years of foiled projects and failing health, Sergio Leone – the man who discovered Clint Eastwood, resuscitated the western and reinvigorated the epic – died of a heart attack while watching a film on television. He was just 60 years old.

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image descriptionCOMMENTS

terry 9:33 am, 6-Jul-2011

excellent article, however having watched this film twice, ive never been convinced. Maybe its the length of the movie, but its a bit overblown. James woods is excellent in this tho

Robert 9:52 am, 6-Jul-2011

Interesting read, but like Terry I can't get down with OUATIA. 'Overblown' is a good word; the music is incredibly annoying and overbearing, and the slo-mo really dates the whole movie.

Johnny L 12:24 pm, 6-Jul-2011

One of my favourite films. Brilliant article. ' 'Hey are you the guy who did Police Academy? See what you can do with this.' Beggars belief.

Martin Quirk 1:11 pm, 6-Jul-2011

Excellent article about an excellent film that I've watched about 30 times over the years. But how can you not mention the truly sublime musical score by Ennio Morricone. It's no coincidence that the OUATIA album is one of the biggest selling non-song-based film soundtrack lps of all time.

Shelley 11:39 pm, 6-Jul-2011

Great read, amazing film. However I agree with's one of the greatest film scores how did you not mention! The music works so perfectly with the movie, it's a completely moving experience to both watch and listen.

Martin Quirk 9:19 pm, 7-Jul-2011

Spot on Shelley. I also have to disagree with Robert on the use of slo-mo. Dominic's death is a pivotal moment in the film.The slo-mo is used in one shot and makes, lets not forget ... the murder of a child ... stand out from the other scenes of professional violence. This scene is up there with the Death of Bambi's Mum and has been known to make many a hard man shed a tear. 'Noodles, I.. slipped' Epic stuff

rossi72 4:48 pm, 24-Aug-2012

Without Ennio Morricone they wouldn't have such a great film. How you left him out of this article is like leaving santa claus out of christmas. Bar that very enjoyable read.

Knappa 12:14 am, 1-Sep-2012

Great article. My friend and I went to see it in the Fulham Road in 1983 - and came out stunned - not least because of its length. We still talk about that cinema trip to this day - the several dozen cocktails we had afterwards while discussing the plot. Having watched it a billion times since I'm still not sure I get what happens at the end.

Cholo 6:07 pm, 3-Sep-2012

Truly an epic film in scope and themes.For my money by far and away the best gangster movie ever.

Louella Parsons 9:48 am, 26-Jul-2013

I've come back from the grave to tell you that this movie's a goddam masterpiece! I know these things - look me up!

Malcolm Darer 9:04 pm, 4-Aug-2013

Cinematically the greatest betrayal of friendship,power,greed,and life with and ending that leaves you very uncertain.

pittsburgh bob 11:54 pm, 12-Aug-2013

This film is one of my favorites of all time. The music is haunting, the love story of Noodles and Deborah can rip out your heart. I hate the rape scene, but it is necessary to move the story towards it's conclusion. I can find nothing bad about any aspect of the entire endeavor, it's memorable, and I never tire of watching it.

Tim 10:00 pm, 18-Oct-2013

Like Shawshank, this film only got the true recognition is deserved, it is undoubtedly better than The Godfather, epic in every sense of the word.

Max Kershaw 6:04 pm, 19-Oct-2013

It's no surprise that crass Brit comic Jim 'Nick Nick' Davidson loves Once Upon a Time in America, what with him having a reputation as being misogynistic himself. Funny that. America is without doubt a visual and logistical tour de force but it's as female hating as you can get in an epic and has as much humanity in its frames as a snuff movie. Every female character is either a scheming harlot who 'derseves to get it' (as they do, from behind too) or as in McGovern's role as Noodles' object of desire simply a stuck up 'tease' who, lo and behold gets it in the back of a taxi for not reciprocating his love. That will teach her. Having read about Leone's reaction to the rape scene (at least the editor spared us a second embarrassment) and his dubious comments it's probably not too far too assume that the genius had his own issues regarding the female sex.

charlie higson 8:09 pm, 4-Nov-2013

Nice article, but, come on, OUATIA is really not a very good film at all. Leone didn't really do reality, or genuine human emotion. It was all surface. Plus he didn't really know America and was better in his fantasy made-up world of the westerns - of which the earlier, less self important ones were better. OUATIT west is over long and over rated in my opinion.

Steve Heseltine 3:32 pm, 19-Nov-2013

This is an epic film in several ways and probably my favourite of all time. De Niro is absolutely superb and the scene at the station where he ages 30 years is stunning. He doesn't just look like an old man - he is an old man! James Woods, Elizabeth McGovern and the young lookalikes also give outstanding performances. The soundtrack is sublime as well.

James Simpson 10:34 pm, 20-Mar-2014

Real great article, and one of James Woods' best film according to Ranker:

Jen F 1:19 am, 26-Oct-2014

Max Kershaw--Maybe Thelma and Lopuise is the only movie you should watch from now on. Please spare us the obnoxious Social Justice Warrior BS that 90% of people with functioning brains have grown sick of. There's no obligation for everything to be "feminist-approved" just so you can feel good.

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