How an Italian made America’s greatest gangster movie

But as for the other six… you’ve got four westerns that reinvigorated the genre to the point of completely reinventing it (the Dollars trilogy and Once Upon A Time In The West), and a fifth western which he didn’t want to make but has acquired a sizeable cult following (A Fistful Of Dynamite, aka Duck You Sucker!).

And then there’s his masterpiece, perhaps the sole epic gangster film that seriously rivals Coppola’s Godfather saga – and in the eyes of what feels like a growing number of people, surpasses it. Once Upon A Time In America suffered indignities that were never visited upon the Corleone clan, and 40 years after its release, those who consider it a superior picture deserve to be heard.

Of course, the irony here is that Leone was approached to direct The Godfather only to turn it down, busy as he was working on an adaptation of The Hoods, a 1952 novel by Kyiv-born New York immigrant Herschel Goldberg, aka Harry Grey. The book – part autobiography and part fiction – had been written in Sing Sing prison by a man who had come to America as a five-year-old, dropped out of school before he hit his teens and was listed as a “gun” – meaning not a hitman, but a pickpocket or thief – in a list of Manhattan criminals assembled shortly thereafter. Grey later claimed to be an associate of Luciano mafia family crime boss Frank Costello.

That OUATIA was initially regarded as a poor cousin of The Godfather might sit well with those with an appetite for schadenfreude but it also suggests those drawing the comparison weren’t paying close attention to the pictures. For in truth Leone’s film has little in common with Coppola’s.

Centring around the relationship between David ‘Noodles’ Aaronson and Max Berowicz – boyhood friends who grow up to become big-time gangsters – it’s the story not of Italian Mafiosi but of Jewish gangsters, the protagonists being loosely based on Meyer Lansky and George ‘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 matched by the depth of the characterisation. In The Godfather, Marlon Brando played Don Corleone as a charismatic heavy. In Once Upon A Time In America, Robert De Niro’s Noodles is a man with so many contradictions and insecurities, he makes Jake LaMotta look like Rocky Balboa.

That America is so well realised isn’t so surprising when you consider that Leone shaped the project over 16 years. A big reason for the delay was that Grey had signed over the rights to The Hoods to another producer. Understandably irked, Leone set about making Once Upon A Time In The West.

With the western re-defined for a second time, Leone – upon learning that The Hoods was available again – returned to his screenplay. Not that the act of adaptation proved easy. Quite the opposite, by the time the script was finished, it bore the name of seven writers (including Leone) and the fingerprints of countless uncredited script doctors (including the mighty Norman Mailer).

Even after all this effort, it wasn’t the OUATIA screenplay that attracted the interest of a major studio. Rather it was the involvement of Robert De Niro, a man Leone had been keen to work with for well over a decade. The actor remembers that his first meeting with the filmmaker occurred before he won the Oscar for The Godfather Part II. “I liked Sergio 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.”

Without dwelling too long over De Niro’s questionable taste, this stilted first encounter didn’t dissuade Leone from casting the actor. Even though he’d had a very negative experience working with Actors Studio graduate Rod Steiger on A Fisftul Of Dynamite, the director knew that the Method legend was the only man who could make a decent fist of Noodles Aaronson.

Of course, if you’ve got the star of Taxi Driver and Raging Bull playing one lead, you can’t have just anyone essaying the other. After auditioning 500 actors, the director gave the part of Max Bercovicz to the 35-year-old James Woods.

“I was a still-to-be-proven actor on the cusp of some kind of success playing opposite the most widely acclaimed actor in the world,” remarks Woods, who’s lost none of his intensity even while he appears to have mislaid his moral compass. “I just thought that my challenge was to go toe-to-toe with Bobby in every scene and prove I’m of the same mettle as him. 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 utter contempt for De Niro’s technique.

“[The Method’s] just a bunch of old shit. 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 those guys running around pretending they’re turnips… 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? I’m an actor, for crying out loud!”

For De Niro, however, 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,” recalled Sergio Leone. “When he had to play an old man, he was an old man.”

Determined to research the part to the fullest extent, De Niro even asked for an audience with the inspiration for Noodles, Meyer Lansky, an offer that was promptly refused. And this wasn’t even the actor’s most bizarre request. 

As Rafella Leone, the director’s daughter and the film’s assistant production designer, later remembered, “De Niro wanted unusual sounds played on set to help him wake up in a convincing fashion. We tried all sorts of sounds. After this went on for some time, one of the grips asked, ‘Is there a scene in the film where he has to cry? If so, I’ll volunteer to be the one who kicks him in the balls’.”

Robert De Niro’s perfectionism was rivalled only by that of Sergio Leone. Content to keep filming until he had precisely what he wanted, the director shot 35 takes of a costly crowd scene, then demanded one more when he noticed that a young child in the middle-distance had looked into the camera.

Though they might have been exasperating, the combination of De Niro and Leone ensured that OUATIA attracted an incredible supporting cast. Joe Pesci, Treat Williams, Burt Young, Elizabeth McGovern, Tuesday Weld, Danny Aiello, William Forsythe – and that’s just the adult cast. In trying to find actors to play the younger incarnations of Noodles and Co., Leone chanced on a future Oscar-winner. 

”They actually offered me the role straight away!” laughed Jennifer Connelly when asked about how she landed the part of the young Deborah in OUATIA. “The only other time that’s happened in my career was A Beautiful Mind.”

Picking up her Academy Award for her sterling performance as Mrs John Nash, Connelly’s memories of her time on the America set aren’t entirely happy. “I was really excited. But I have mixed feelings about my time as a child actor. I don’t want to suggest that I had this horrendous childhood – I had friends and did normal things – but I was a little isolated.”

And what was it that Mr Leone liked about the young Brooklynite? “He just wanted a young girl who could dance. And I could dance so I got the picture – easy as that!”

Based at Cinecitta Studios outside Rome, the Once Upon A Time In America shoot also took in Austria, France, Canada and the US. Thrown in a costly dispute with the powerful New York unions and it’s no surprise to learn that America’s original $18m budget all but doubled.

Leone theorised that such profligacy could be justified if he delivered a hit movie. Wrapping the picture a whopping nine months after he’d first shouted ‘Action!’, he proudly screened OUATIA for the American distributors who, rather than the 165-minute movie they’d commissioned, found themselves watching a picture that ran 90 minutes longer and had about as much respect for chronology as Noodles and Max have for the law.

Shocked by the negative response, Leone headed to Cannes in the hope of proving that he’d fashioned a triumph rather than a turd. One 20-minute standing ovation later, and the director knew that the problem wasn’t with the film but with the distributors. The execs, however, remained convinced that they had an unmarketable commodity on their hands. Keen to cut their losses, they decided to cut the picture.

“They had the editor of Police Academy [Zach Staenberg] chop it to fucking ribbons,” scoffed 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 a binding contract, the producers were free to do what they wanted with the film, even if this meant ditching the flashback structure in favour of a more traditional narrative and jettisoning some 90 minutes of footage. American critics who had seen the long cut at Cannes were almost as distressed as Leone at this butchery. “I don’t believe I’ve ever seen a worse case of mutilation,” wrote the influential Pauline Kael.

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 reviews. Such a measure did nothing to improve box-office figures in the US though where OUATIA 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. Steven Spielberg doesn’t hesitate to describe it as Leone’s most cinematic work. Martin Scorsese, meanwhile, describes it as a work of  “genius”, although he adds “even that doesn’t really do it justice.”

Leone himself said, “Once Upon a Time in America is my best film, bar none – I swear – and I knew that it would be from the moment I got Harry Gray’s book in my hand.” But re-evaluation of the movie came too late for the maestro. 

In 1983, during negotiations with the movie’s distributors, he was diagnosed with a coronary condition. A period of bed rest left him well enough to arrange the picture’s release but the damage was done.

In 1989, after further years of foiled projects and failing health, Sergio Leone – the man who discovered Clint Eastwood, resuscitated the Western, reinvigorated the epic and directed the greatest American gangster movie – died of a heart attack in Rome at the age of only 60. He was watching a film at the time.