In the early 1960's Sergio Leone's brother-in-law, Fulvio Morsella, read an Italian translation of the book "The Hoods" to him.  "The Hoods" claims to be an autobiographical account of the life of a Jewish gangster in New York's Lower East Side written by Harry Grey (real name Herschel Goldberg) whilst Goldberg was in Sing Sing prison.   Leone was very taken with the book and wanted to make it into a movie.  He did not intend to make a straightforward adaptation and realized that he needed to speak to Grey so that he could reconstruct the America of Harry Grey exactly as it was through Grey's eyes - speakeasies, synagogues, opiums dens etc.  Initially Grey's literary agent - a lawyer - told Leone that Grey would not discuss business affairs in person but subsequently Grey agreed to meet Leone provided there were no witnesses.  Since Leone did not speak English very well, Grey agreed that Leone's brother-in-law could be at the meeting to act as interpreter.

The meeting took place at a bar near New York's New Calvary Cemetery, just off Greenpoint Ave, which Grey had recommended. The bar was dark and sordid with people sitting at little tables in the shadows having secret conversations in whispers.  The barman was fat in the shape of "Fat Moe" in "Once Upon A Time In America" and the place was similar to the 1968 version of Fat Moe's bar.  They sat next to a window under a neon advertisement for Coca-Cola.  Grey was over 70 and looked a bit like Edward G Robinson. Leone said that he had filmed "The Good, The Bad And The Ugly with "The Hoods" very much on his mind.  Leone confessed that he had been trying to convince American Studios to back a film version of the book since before "Once Upon A Time In The West".  Morsella asked Grey if he would be willing to act as a consutant and Grey, who was a man of very few words, gave a very slight nod although he did not seem very enthusiastic.  After fifty minutes Harry Grey stood up and said goodbye.

From the late 1960s onwards Leone met Harry Grey several times.   On one occasion Grey invited Leone to his house and they had a meal of spaghetti badly cooked by Grey's wife.  She was, as Leone remembered, tired of everything and silent - an elderly ex-schoolteacher who had lived her whole life waiting for him, shaking with nerves every time the phone or the doobell rang.

The film rights to "The Hoods" had already been sold to producer Joseph E Levine, who had sold them on to Dan Curtis.  Curtis was reluctant to sell the rights but a deal was struck with Alberto Grimaldi who agreed to produce a film, "Burnt Offerings", for Curtis in exchange for the rights.  According to Sergio Donati, from 1967 to 1977 Leone didn't have a written script - only an opening scene.  Two men drag a heavy corpse (presumably Noodles) to the edge of a wharf and throw it into the river. The feet of the corpse are set in concrete.  The camera follows the corpse as it sinks to the bottom of the river.  There we see other corpses: men chained to cars; women still wearing jewels.  Then the camera travels through a sewer to another underwater cemetery- this time with more impoverished looking corpses: one tied to a cart; another in rags.  Clearly the bottom of the river has neighborhoods just like New York.  Finally the camera rises to the surface and reveals the Statue of Liberty and the opening title:

Once Upon A Time In America

Leone wrote this opening scene with American screenwriter Robert Dillon.  Dillon later made a film "99 and 44/100% Dead" with John Frankenheimer and practically stole the whole of the first part by using it in his film.

In October 1975 Leone visited Canada to scout locations around Montreal where there were more buildings and details of the 1930s than New York itself.  The cast would include Gerard Depardieu as Noodles and Richard Dreyfuss as Max.  Jean Gabin would play the older Max and maybe James Cagney the older Noodles.  And there could be guest appearances by some of the great stars of the golden age, such as George Raft, James Stewart, Henry Fonda and Glenn Ford.  There would be an important part for French Canadian singer-actor Robert Charlesbois and part of the story would be set in Canada.

By October 1981 Leone had a 317 page shooting script.  In this script, the movie would start in 1933 in a New York shadow puppet theatre.  The theatre is a front for an opium den and three hitmen burst in looking for Noodles.  There's a series of flashbacks, the hitmen catch Noodles but he escapes death by luring them to Fat Moe's and getting Fat Moe to spike their drinks.  At a level crossing in open countryside on the outskirts of New York, Noodles thumbs a lift from a truck driver.  A freight train passes by carrying 1933 Ford cars and these change seamlessly to 1968 models and the title: Once Upon A Time In America fills the screen.  The train disappears and instead of open countryside, we see an endless row of high-rises.   Facing us is a 1960 Chevy driven by an aged Noodles, thirty-five years later.

When Alberto Grimaldi read the script he wrote a long letter to Leone listing what he saw as the big problems.  The film was too long - it would have run for five hours and the American distributors would cut it to two hours.  Noodles is too negative for the American public - he rapes a woman and kills people without reason.  Grimaldi demanded that either the script be redone or he would not produce it.  When Grimaldi had first acquired the rights to "The Hoods" he had been riding high on the success of "Last Tango In Paris" (1972).  Since then two of his multinational productions - Bertolucci's 325 minute "Novecento" (1976) and Fellini's 150 minute "Casanova" (1977) had fared very badly at the box office and according to Leone Grimaldi was panicking because he had lost the support of the major companies.

In 1980 Leone met Israeli millionaire Arnon Milchan.  The project must have seemed bogged down in legal complications and confusion - Leone now talked of Paul Newman as the older Noodles, Tom Berenger as his youthful counterpart with Dustin Hoffman as Max or John Voight or Harvey Keitel or John Malkovich with Liza Minelli as Deborah. Milchan had clinched a deal to produce Martin Scorcese's "The King Of Comedy" with Robert De Niro as kidnapper turned celebrity Rupert Pupkin.  Milchan agreed a deal with Grimaldi and started negotiations with the Ladd Company and Warner Bros.

Leone divided his time between interviewing more than 3,000 actors for over 80 speaking parts (500 auditions were videtaped), scouting locations and supervising the pruning and reshaping of the script.  The script was written in Italian by Benvenuti, De Benardi and Medioli and Stuart Kaminsky was approached in the summer of 1981 to help with its translation into English.  Filming started on 14 June 1982 with Robert De Niro in the lead role.