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(US/Italy - 1984/2012)

Directed by Sergio Leone. Written by Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco Ferrini, Sergio Leone, and Stuart Kaminsky. Cast: Robert De Niro, James Woods, Elizabeth McGovern, Treat Williams, Joe Pesci, Burt Young, Louise Fletcher, Tuesday Weld, Danny Aiello, Richard Bright, James Hayden, William Forsythe, Darlanne Fluegel, Larry Rapp, Richard Foronjy, James Russo, Amy Ryder, Jennifer Connelly, Scott Tiler, Rusty Jacobs, Brian Bloom, Noah Moazezi, Adrian Curran, Mike Monetti, Mario Brega, Robert Harper, Olga Karlatos, Arnon Milchan, Frank Gio, Paul Herman.  (R, 251 mins)

SPOILERS: This review assumes you've seen ONCE UPON A TIME IN AMERICA.

It's probably a safe bet that we'll never see a definitive, last-word version of Sergio Leone's final masterpiece ONCE UPON A TIME IN AMERICA. Known for his legendary spaghetti westerns that made Clint Eastwood an international star, Leone set out to make the ultimate gangster film and in many ways, he succeeded. Though he made some uncredited contributions to Tonino Valerii's comedic western MY NAME IS NOBODY (1973) and Damiano Damiani's semi-sequel A GENIUS, TWO FRIENDS AND AN IDIOT (1975), Leone hadn't directed a film since 1971's DUCK, YOU SUCKER!, aka A FISTFUL OF DYNAMITE, and he spent the better part of the 1970s prepping ONCE UPON A TIME IN AMERICA, based on Harry Grey's novel The Hoods.  The rights to The Hoods were initially purchased by DARK SHADOWS creator Dan Curtis, who was nursing ambitions of breaking out of TV horror and making a name for himself on the big screen. Leone desperately wanted the rights to Grey's book, prompting his then-producer Alberto Grimaldi to cut a deal that saw Curtis signing over the film rights to The Hoods to Grimaldi and Leone in exchange for Grimaldi ghost-producing Curtis' 1976 film BURNT OFFERINGS. With the rights secured, Leone and a committee of screenwriters (among them frequent Dario Argento collaborator Franco Ferrini) began work on his vision of ONCE UPON A TIME IN AMERICA, though it ultimately didn't begin shooting until June 1982. In that time, Grimaldi was no longer in the picture and Leone finally got the project going through Israeli producer Arnon Milchan, who was just making a name for himself by producing Martin Scorsese's THE KING OF COMEDY (1983) and would eventually go on to form his Regency Enterprises production company and become a major Hollywood player, bankrolling films like Oliver Stone's JFK (1991), Michael Mann's HEAT (1995), David Fincher's FIGHT CLUB (1999), and Steve McQueen's 12 YEARS A SLAVE (2013).

Sergio Leone (1929-1989)
Shooting wrapped in April 1983 and Leone spent over a year editing the footage. His initial, very rough cut ran around ten hours. He cut it down to six, and eventually down to 269 minutes. Still not satisfied, his official version screened at the 1984 Cannes Film Festival, with a running time of 229 minutes. While the film and its majestic Ennio Morricone score were lauded at Cannes--but not winning any awards as it was screened out of competition--US distributor The Ladd Company, a division of Warner Bros., had already decided American audiences weren't seeing the 229-minute cut. Against Leone's wishes (Milchan, then new to the ways of Hollywood, has admitted "I should've fought harder"), The Ladd Company had assigned in-house editor Zach Staenberg to completely recut the film, jettisoning the vital flashback structure and putting the scenes in chronological order. Under orders from his bosses, Staenberg (often dismissively referred to by Leone fans and co-star James Woods as "the guy who edited POLICE ACADEMY," but he did go on to win an Oscar for his work on THE MATRIX, and in his defense, he was just doing what he was told to do) took Leone's film from 229 minutes down to 139 minutes, and that was the version released in US theaters on June 1, 1984. Needless to say, it was a disaster critically and commercially, with Ladd/Warner yanking it from theaters after two weeks following a barrage of negative press from major film critics who just saw the superior long version at Cannes less than a month earlier. Eventually, The Ladd Company relented and gave Leone's cut a very limited release (at 227 minutes, more on that in a bit) before it debuted on VHS and cable in 1985, but by then, the damage was done. Leone was heartbroken over the treatment given to his dream project in the US, and his health began to rapidly decline. The stress of the arduous shoot and the resulting massacre in the editing room took years off of his life, and he died in 1989 at just 59, looking at least a decade older. ONCE UPON A TIME IN AMERICA was his final film.

Leone and his cast at Cannes in 1984

In the US, the long version went from 227 minutes back to Leone's "official" 229 minutes over the years, reinstating some snipped shots from a pair of rape scenes--one with Robert De Niro and Tuesday Weld, and an especially graphic one with De Niro and Elizabeth McGovern--that were trimmed so the long version could secure an R rating. The 139-minute version, released on VHS and shown on cable in the mid '80s, is now rightfully regarded as one of the most shameful instances of a studio cluelessly destroying a filmmaker's vision. It's since been buried in the Warner vaults, presumably never to be seen again, though it would be interesting to view again for curiosity's sake. Even in its "official" 229-minute form, ONCE UPON A TIME IN AMERICA leaves questions unanswered. Given the argument that the 1968 portions of the film are a dream being experienced by Jewish mobster Noodles (De Niro) in an opium den in 1933, it's possible that clarity was never meant to be had with the film. Perhaps it's hazy and incomplete by design. That still doesn't explain other mysteries of ONCE UPON A TIME IN AMERICA, like the significance of Frankie Minaldi (Joe Pesci) turning up in the lobby of a hospital long after his portion of the story is over, unseen by Noodles and Max as they get off an elevator and never seen or referenced in the film again, unless something in Leone's earlier rough cuts showed that he has a role in the ill-conceived Federal Reserve robbery that proves to be the gang's undoing or he's an unseen power player pulling the strings of union leader Jimmy O'Donnell (Treat Williams). As unwieldy and wandering as dreams can often be, there will never be definitive answers for a lot of what happens in ONCE UPON A TIME IN AMERICA, much like there can never be a definitive version. No matter how much gets put back in, the enigmatic elements remain. We're watching--presumably--the dreaming, drugged-out mind of man consumed by guilt, who's just ratted on his friends and inadvertently gotten them killed. It's never going to make perfect sense.

The 251-minute restoration has been marketed as an "extended director's cut," but Leone's original pre-release version ran 269 minutes before he settled on the 229-minute Cannes 1984 cut. With Martin Scorsese throwing his weight behind the project, the restoration involved Leone's family members and various collaborators, though 18 minutes of footage was apparently tangled in rights issues and it would seem that the 251-minute version finds the film once again released in a compromised state (perhaps the real explanation is that the still-missing 18 minutes aren't salvageable?). Whether that full 269-minute version will ever see reassembly is still up in the air. The six additional scenes came from a workprint source, and when the "director's cut" played at the 2012 Cannes Film Festival and was released on Blu-ray in Italy later that year, the image quality didn't win it any praise. It's been cleaned up significantly in the ensuing two years, but the added scenes still stick out like a sore thumb. Some look better than others, especially later on, but the first addition--Noodles encountering a cemetery director (Louise Fletcher, who was completely excised from all previous versions) when he visits the mausoleum where Max (Woods), Cockeye (William Forsythe), and Patsy (James Hayden, who died of a heroin overdose in November 1983, eight months before the film's release) are interred--looks the worst, by far. Faded and scratchy, it's hard to imagine what this looked like before it was cleaned up, but Fletcher's scene is usually cited as the most famous of the "lost" sequences, even though she doesn't really have much to do. Other than a few minutes of screen time for the ONE FLEW OVER THE CUCKOO'S NEST Best Actress Oscar winner, the biggest significance of this scene comes near its end when Noodles spots a black car that's following him, giving him more evidence that after a 35-year self-imposed exile, the ghosts of his past have finally caught up to him. Of the five other restored scenes--including a heated 1968 meeting between Max-as-"Secretary Bailey" and O'Donnell, Noodles getting defensive when a Jewish chauffeur (played by Milchan) disapproves of his lifestyle, and an additional scene after Noodles drives the car into the water after the gang pulls off the Detroit diamond robbery for Frankie and his brother Joe (Burt Young)--the most important gives us a much more thorough introduction to Eve (Darlanne Fluegel), Noodles' girlfriend in 1933, a prostitute with whom he took up after his brutal rape of love-of-his-life Deborah (McGovern), finally driving her away for good. In the 229-minute cut, Eve more or less appears and we can easily figure out that she's Noodles' girlfriend, and we didn't really need background on her to ascertain that, but by reinstating their introduction, the viewer gets a better read on their relationship and how Noodles still isn't over Deborah.

All of the scenes explain things in some way, but given the inherently enigmatic and impenetrable nature of the film and its construction, less can be more. Not less as in "139 minutes," but nothing in these additional 22 minutes makes ONCE UPON A TIME IN AMERICA necessarily better, nor do they make anything worse. It's also a different Blu-ray transfer than Warner's previous release of the 229-minute cut, darker and with a more muted color palette. There are moments where it doesn't look all that great, and there's been chatter online--which I don't really buy--that the whole transfer was degraded to more closely match the inferior quality of the added scenes. While devoted fans of Leone and the film will want to see this cut, I'm not sure it surpasses the 229-minute version, which had a pretty good if not demo-quality HD transfer. At any rate, it's not a "director's cut." It's a big step toward the restoration of the 269-minute cut, but Leone more or less dismissed that as a definitive edition when he cut it down to 229 minutes and signed off on it. Maybe his feelings changed before his death and maybe he'd prefer the 269-minute version now and be cool with settling for this 251-minute cut instead, but he's not here to speak for himself, and much like the intricacies and the specifics of the film's deliberately ambiguous plot, we'll simply never know.

The two-disc edition of ONCE UPON A TIME IN AMERICA: EXTENDED DIRECTOR'S CUT lists "theatrical cut" as the second disc. This is not the 139-minute US theatrical cut--it's simply the 229-minute "official" version that you probably already own if you're a fan. While everyone is likely in agreement that the 139-minute Zach Staenberg cut is an abomination, it would be interesting to watch, much like Universal's botched, shelved "Love Conquers All" cut that Criterion included in their BRAZIL box set. Why not include it for the sake of completist fans? Don't bury it. Don't deny its existence. Present it as a cautionary tale of studio meddling gone horribly awry. Hell, get Staenberg to do a commentary over it. Can you imagine the stories he's got about hapless execs telling him to make those nonsensical cuts and re-edits?  That's a missed opportunity. Fortunately, if you already have the 229-minute version, ONCE UPON A TIME IN AMERICA: EXTENDED DIRECTOR'S CUT is also available on its own in a single-disc edition on both Blu-ray and DVD.

Treat Williams, William Forsythe, James Woods, and Robert De Niro
at the New York Film Festival screening of ONCE UPON A TIME IN AMERICA:
EXTENDED DIRECTOR'S CUT in September 2014.

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