The gang's financial success ends with the repeal of Prohibition. Ebert stated that the purpose of the flying disc scene was to establish the 1960s time frame and nothing more. Noodles confronts Max, but a crooked police officer steals the watch they are fighting over. Meanwhile, during a robbery, the gang meet Carol, who later on becomes Max's girlfriend. Intent on making another trilogy about America consisting of Once Upon a Time in the West, and Once Upon a Time in America, Leone turned down an offer from to direct in order to pursue his pet project. Having enjoyed Leone's , Grey finally responded and agreed to meet with Leone at a Manhattan bar.
She tells him that Max planted the idea of Carol and Noodles tipping him off to the police, because he wanted to die rather than go insane like his father, who died in an asylum. The original European release version 1984, 229 minutes was shown internationally. It was the final film directed by Leone before his death five years later, and the first feature film he had directed in 13 years. The view of the shown in the film's poster can be seen from Washington Street in Brooklyn. In a flashback, Noodles observes police removing three disfigured corpses from a street. Noodles then boards the first bus to leave New York, going to , to live in hiding under a false identity. Elizabeth McGovern was cast as Deborah and Jennifer Connelly as her younger self.
Although he kills one of the thugs pursuing him, Noodles learns they have murdered his girlfriend and that his money has been stolen, so he leaves the city. While visiting the cemetery, Noodles finds a key to the railway locker once kept by the gang, and notes the license plate of a car following him. The film explores themes of childhood friendships, love, lust, greed, betrayal, loss, broken relationships, together with the rise of in American society. Now faced with ruin and the specter of a Teamster assassination, Max asks Noodles to kill him, having tracked him down and sent the invitation for the action. Noodles' meeting with Bailey in 1968 was also excised.
It is also the third film of Leone's Once Upon a Time Trilogy, which includes 1968 and 1971. On September 30, 2014, Warner Bros. Archived from on March 7, 2012. The beach scene, where Max unveils his plan to rob the Federal Reserve, was shot at in. In an interview by Noël Simsolo published in 1987, Leone confirms the validity of this interpretation, saying that the scenes set in the 1960s could be seen as an opium dream of Noodles'. Danny Aiello auditioned for several roles and was ultimately cast as the police chief who coincidentally shares his surname.
That same month, the film was released wide in Italy on September 28, 1984, in its 229-minute version. Also a two-disc special edition release on June 10, 2003, featuring the 229-minute version of the film. Carol, who also fears for Max's life, convinces Noodles to inform the police about him for a lesser offense, just to keep him in jail briefly. Max, Noodles, Patsy and Cockeye start their own gang, independent of Bugsy, who had previously enjoyed the police officer's protection. The American distributors, The Ladd Company, further shortened it to 139 minutes, and rearranged the scenes into chronological order, without Leone's involvement. Leone originally envisaged two three-hour films, then a single 269-minute 4 hours and 29 minutes version, but was convinced by distributors to shorten it to 229 minutes 3 hours and 49 minutes.
Realizing that someone has deduced his identity, Noodles returns to , and stays with Fat Moe above his still-open restaurant. In 1968, after shooting , Leone made many efforts to talk to Grey. The producers refused, partly because of the commercial and critical failure of 's two-part , and Leone was forced to further shorten it. Archived from on July 16, 2014. The interiors of the lavish restaurant where Noodles takes Deborah on their date were shot in the Hotel Excelsior in , Italy. This version was a showing, and no copies are known to exist.
At times this music is used to convey remembrance, at other times terror. Planning to rob a drunk as a truck hides them from a police officer, they're foiled by the older Max Bercovicz, who jumps off the truck to rob the man himself. The story is about how the loss of one person becomes the gain of the other. Because of this early audience reaction, the fear of its length, its graphic violence, and the inability of theaters to have multiple showings in one day, the decision was made by to make many edits and cut entire scenes without the supervision of Sergio Leone. . Following that initial meeting, Leone met with Grey several times throughout the remainder of the 1960s and 1970s to understand America through Grey's point of view.
The financial and critical disaster of the American release almost bankrupted. While internationally the film was well received in its original form, American critics were much more dissatisfied with the 139-minute version released in North America. The restored film premiered at the 2012 Cannes Film Festival, but because of unforeseen rights issues for the deleted scenes, the restoration had a runtime of only 251 minutes. In 2015, the film was ranked at number nine on 's list of the 50 best gangster films of all time. The gang's hit on Joe was filmed in. Noodles is in love with Fat Moe's sister, Deborah, who aspires to be a dancer and actress. For the film's visual style, Leone used as references the paintings of such artists as , , and , as well as for the 1918 sequences the photographs of.