The following are extracts from Internet message boards regarding events in Once Upon A Time In America, which viewers may find puzzling.


Sergio Leone wanted to make this film for many years after first reading the book the Hoods by Harry Grey.  Harry Grey (real name Herschel Goldberg) was a real gangster and the book claims to be an autobiography of his early life. Grey has subsequently stated that the only thing he took liberties with in the book was Max's death - Max did not die - they were still friends in later life.

Leone did not want to make a simple transfer of the book into a documentary type film but there were elements in the book which fascinated him.  Leone wanted to make a very special film - it's a story of love, betrayal and guilt and also echoes what happens to gangsters who live to an old age - a bit like Grey in his old age.

Once Upon A Time In America has flaws - there were several scriptwriters, many pages of dialog and action, last minute alterations, running out of time and money, the studio insisting upon cuts, which in reality could not be implemented successfully.  And Leone himself seemed to want to purposely add a degree of ambiguity towards the end of the film.

Who were the men looking for Noodles at the beginning of the movie?

Beefy, Trigger and Mandy are hit men working for the mob.

Max & the gang were getting more involved with what Noodles called "The Combination".  This organisation is also known as the cosa nostra, mafia, mob, this thing of ours, etc. One of their most important codes is omerta or silence.

Noodles has broken this code of silence by ratting to the police and the betrayal has led to unnecessary deaths of persons associated with them and the loss of a booze shipment.

A hit contract is inevitable in such circumstances and any of the mob bosses could have ordered such a hit.

Why did they kill Eve?

Eve was not intimidated by Beefy or Trigger. Who knows what she would have done if allowed to live?  Go to the police - warn Noodles - if Noodles is murdered, point the police to his killers?  Why leave a complication when it can easily be eradicated?

The bullet holes in the sheet seem a bit elaborate

There are three main possibilities:

1. It is for Eve's benefit

Beefy & Co do not know Eve very well.  They want to shock her into giving the information they require.  Hence loosening the light bulb and making bullet holes in a sheet in the outline of a man.  It doesn't intimidate her.

2. It is for the audience's benefit

Leone is saying you have just seen the most boring opening titles I've ever come up with - the studio wouldn't provide the money for the opening scenes I wanted or other directors borrowed my ideas - but you'd better sit up and pay attention, what you are about to see is a very special film.

3. Left over prop from another scene

Jimmy (Treat Williams) - the union guy - is initially straight.  He needs persuading to join forces with Max & the gang.  In the film this is done by the gang rescuing him from being set on fire in a tank of petrol/gasoline.

In the early screenplay gangsters with tommy guns go into a room where Jimmy is lying on a bed.  The camera shows the gunmen firing their tommy guns at the bed and the audience expects that they have shot Jimmy.  The next scene shows Jimmy leaving the room totally unharmed and on the sheet there is the outline of Jimmy's body made by bullets from the guns of the gangsters, who are experts at handling tommy guns.

Leone decided to cut this scene and use the petrol tank which I think was originally intended for the capture of Noodles following the betrayal.  However the sheet with the bullet holes was still available and someone thought it was a good idea to use it in the Eve scene.

Viewers must decide which is the best interpretation or if it is a combination of all three.

Why didn't they kill Fat Moe, too?

Unlike Eve, Fat Moe was cooperative. Killing Fat Moe will not serve a useful purpose - he will probably not go to the police.  Clearly he did not kill Trigger and returning to Fat Moe's will increase the killers' chances of being detected.  His cooperation and information has been duly rewarded - if he ever becomes a problem, the killers know where to find him.

How did Max get hold of a corpse?

Max owns a funeral business. Getting hold of a corpse would be very easy for him. Alternately it's probable that other people apart from the members of the gang were killed in the shoot-out and he could have substituted one of their bodies.

If the Combination knew of Max's plan, why did they order a hit on Noodles who was simply doing what Max wanted?

The book is more logical. In the book, the gang's last job was to escort a $50,000 load of whiskey belonging to the Combination to Westchester. Noodles' betrayal caused the Combination to lose valuable goods and the death of members of the organisation. Breaking the Combination's rule of omerta is regarded as one of the worst sins a person can commit and would inevitably lead to a hit contact being placed on Noodles.

In the film things become slightly less logical. The gang's last job is to bring in a shipment of booze at a bargain price. 

Max is ambitious and wants to go West to pursue opportunities. He needs the gang's money but doesn't want them holding him back. He does not however want Noodles to be killed and hatches his elaborate plan. He plants the idea of betrayal into Noodles' head. If Max had discussed and agreed this with Frankie Minaldi from the Combination, why would Frankie then order a hit on Noodles. Noodles is only doing what Max and Frankie wanted.

In addition James Woods, and Robert De Niro, sometimes change the words in the shooting script and in Bailey's study, James Woods should have said:

"That was Combination territory, Noodles."

He actually says:

"That was a syndicate operation, Noodles."

There is still some logic in the Combination sending hit men after Noodles:

For Max's plan to succeed the less people who know about it the better. It is not certain that Frankie knew about the plan but even if he did, at the time the Combination had several bosses and under bosses, any of whom could have ordered the hit. As a result of the betrayal, members of the Combination have been killed and breaking the Combination's rule of omerta is regarded as one of the worst sins a person can commit. I think it was Anastasia who ordered a hit on some-one who had ratted to the police. The rat was not a member of the organisation and the job had nothing to do with them but they just didn't like people who squealed to the police.

Why does Bugsy hate Max?

Max realizes that, if he and the gang are to be successful, he has to get rid of Bugsy. He tells the police of a job Bugsy is engaged upon.  Bugsy is carted off to jail whilst Max watches (deleted scene).  Bugsy knows Max ratted on him and when he comes out of jail, he seeks revenge, resulting in the death of Dominic.

Do Fat Moe and the rest know that Noodles raped Deborah?

There is certainly an atmosphere when Noodles joins them for coffee.  Normally Fat Moe would be all over Noodles but Noodles has to ask Fat Moe for coffee, which Noodles takes an age to stir.  It's reported that this part of the scene was invented by De Niro as an homage to Leone.

Noodles eyes Fat Moe cautiously and his look almost says "I hope he doesn't stab me with those scissors".

Again it's down to the viewer to interpret - the gang were of course aware that Noodles had a date with Deborah.  They were probably aware that the date went wrong - hopefully they were spared all the details. In the book the rape is not fully completed.  As Noodles is ripping Deborah's clothes off, the taxi stops suddenly throwing them both to the floor of the vehicle.  The taxi driver says “For Christ sake, let up. You want to kill the girl?  You want to get us arrested?”

The Throne

The coffee stirring scene also introduces the audience to Max's throne. In Sir Christopher Frayling's book Something To Do With Death, Frayling hints that the idea of the throne may have been invented by Leone. This is incorrect. The throne is the book The Hoods - chapter 44 p.420.

"...a throne, a royal relic of some sort. I examined it more closely. The keynote of the carved design was the royal flag of Rumania which appeared among icons and all sorts of royal insignia and armorial bearings.

“It used to belong to a baron, an old time Rumanian baron, hundreds of years ago.” I repeated, “How did you get it?” “How I got it?” Max asked with a superior smile. “How do I get everything I want? By the muscle...

Was it possible that excesses with a degenerate woman could weaken a man mentally? I had heard a man could develop softening of the brain by that sort of perversion. And was this thronelike chair one of the manifestations of his delusions of grandeur?"

The throne gets a slightly different treatment in the film:

What's this?

It's a throne. It was a gift to a pope. Cost me 800 bucks.

It's from the 17th century.

So, what are you doing with it?

I'm sitting on it.

The throne is one of the first signs that Max is losing it / becoming a megalomaniac.

Age cannot wither Deborah? - "It's like the play was written for you".

I've never had a problem with this scene but some people don't like the way Deborah doesn't seem to have aged. Deborah never fully removes her make up but there are wrinkles on her upper eyelids and around her eyes. Some people think that Leone has deliberately not aged Deborah because the camera is seeing Deborah as Noodles remembers her but I don't think we need to stretch our imagination this far. There are plenty of actresses in their late 50's who look just as good if not better than they did in their 20's.

At the party at Bailey's mansion, many wrinkles are visible. As one would expect Deborah is still good looking.

Why would Deborah ever willingly hook up with Mr Bailey?

Mr Bailey is a multi millionaire, with valuable assets, a grand mansion and a son. I've no problem with this whatsoever. Deborah probably isn't madly in love with Bailey but as we get older other factors such as comfort and security become more important.

Secretary Bailey's identity not known to Fat Moe, Carol, Noodles etc?

In my opinion this is the one major flaw in the movie. It is reported that De Niro who at the time was very thorough had some heated discussions with Leone on some aspects of the film. We will probably never know exactly how Leone felt - all we are certain of is that in the screenplay Max was a "Senator". A Senator whom no-one had seen? This was thought to be implausible and his position was scaled down to a Secretary - it's still not really scaled down enough.

Garbage Truck

Leone obviously wanted to keep this ambiguous. The pages relating to it in the screenplay are missing and an actor other than James Woods was hired to play the scene. Leone's reasons are not known but it does start the audience to think about the movie, talk about it and view on more than occasion. "Did I die in the garbage truck?" is said to be the most frequent question James Woods is asked and even he doesn't know. Woods says that Leone's comment was "It's like Jimmy Hoffa. We know but we don't know but we know." And Woods adds "There's one thing we know. He won't be coming to dinner tomorrow night."

Obviously Secretary Bailey's past is being investigated and he knew that he would be killed to stop him implicating others. He had the option of committing suicide (further details in a deleted scene) in which case some of his wealth may be retained, his reputation may remain intact and there may be less impact on Deborah and his son David. He thinks that Noodles might hate him for stealing his money, his girl and giving him 35 years of grief. Max thinks he has a debt with Noodles which he wants to settle and this will even the score. He would much prefer his former friend Noodles to kill him rather than suicide or an anonymous hit man, hence the plan.

Another possibility is that Max dupes Noodles again. He fakes his death for the third time, Noodles is a witness and Max embarks upon another adventure. Unlikely but possible.


Some people read a lot into this scene. I don't. Noodles has seen the results of his betrayal, the death of his friends and goes to the opium den for solace. He lies down, inhales the opium and the smile comes almost immediately. There is insufficient time for him to think deeply about the past or dream of future events. It is a stupid smile induced by the drug. Simply a suitable iconic image or a reinforcement of the "this will make you think" idea of the garbage truck - some say it echoes a similar scene with Jill in Once Upon A Time In The West.

Two more questions:
1) How can it be, that Fat Moe's not in touch with his sister? And how come, he's doing worse than ever, while his sister is rich?

2) Why is Noodles treating Fat Moe badly, when they meet after decades? Shouldn't he be happy to see an old friend after all these years?

1) For a brother and sister they never seemed particularly close - I think Deborah saw herself a different class to her brother. Fat Moe seemed to have limited ambitions and enthusiasm - he was never part of the gang - he probably was reasonably happy following in his father's footsteps and eking out a living. Perhaps he wasn't a very good businessman - perhaps the ending of prohibition ruined trade.

2) Noodles & Fat Moe have almost a master servant relationship. In Noodles mind he isn't treating Fat Moe badly, he doesn't know any other way to interact with Fat Moe.

It's a pity De Niro wasn't as candid in interviews as Woods - I'd love to know how he internalized for the character. At the time his preparation for roles was reported to be very thorough - the only thing we tend to hear is that he tried to get a meeting with Meyer Lansky but was unsuccessful.