Once Upon a Time in America (1984), directed by Sergio Leone, is a sprawling crime drama that explores themes of friendship, betrayal, and the passage of time. Set in 20th-century New York, the film spans several decades, focusing on David “Noodles” Aaronson (Robert De Niro) and his childhood friends, who rise from petty criminals to powerful gangsters during Prohibition. The story also delves into Noodles’ life as an older man, reflecting on his past and the choices that shaped his destiny.

The film opens in the 1960s, with Noodles returning to New York after years in exile, following a botched robbery and betrayal. Through a series of flashbacks, we learn about his friendship with Max (James Woods), their rise in the criminal underworld, and the relationships that defined their lives. Noodles’ complex relationship with Max becomes a central theme, with their differing moralities and ambitions leading to conflict and eventual betrayal.

Leone’s direction, paired with Ennio Morricone’s haunting score, creates a sense of nostalgia and melancholy, as the characters’ pasts shape their present actions. The film is notable for its non-linear narrative structure, which moves between different points in time, adding layers of mystery and emotional depth.