Once Upon A Time In America (1984) is hailed as the definitive gangster movie and described as a masterpiece by critics and cinephiles around the world. The story is of boy hood friends who grow up in a corrupt world is compelling, the actors mesmerizing and filmmaker Sergio Leone's unique style is clearly evident in the film. Once Upon A Time In America stars Robert De Niro, James Woods, Jennifer Connelly, Tuesday Weld, Elizabeth McGovern and Joe Pesci.

This story spans 50 years and centers on the underworld of crime, passion and lust. David "Noodles" (De Niro) and Max (James Woods) are boyhood chums in the early 1900s   who don't need to rely on their folks for spending money. The boys and their Lower East Side pals are already running a number of illegal rackets before they're even old enough to vote. As their unbridled ambitions continue to motivate the boys to get more and more, their friendship grows stronger, and it seems nothing can tear them apart.

The beginning of the film is slightly confusing as it moves back and forth in time, but soon Leone's visionary expertise has us hooked and his characters are captivating. De Niro's obsessive passion to study his roles certainly pays off for the viewer. He nails Noodles on the head. From his tender desire for the woman he cannot have, to expressing an attitude with one quirk of his face, this is one of his finest performances.

James Woods is equally astonishing. Leone loves to languish scenes, and he's known for his long camera holds on facial shots. Many actors would crumble under this intensity but Woods conveys an entire narrative with his facial expressions in those long moments, and we love every second of it.

Robert De Niro & Tuesday Weld

In this film, and even in his famous spaghetti westerns with Clint Eastwood, Leone's camera work pulls the viewer into every scene. Film historian Richard Schickel said, "He has a wonderful inevitability the way he places and moves his camera to set up a scene, a great elegance and complexity yet overall the effect is a simple one. It's a nice irony."

James Woods agrees. "Leone has an extraordinary vision," said Woods of the late director. "He has the temperament, discipline and talent to bring it to fruition and the kind of flexible ego that would allow impute from people who could possibly make it better. But quit frankly, it was not possible to make it better. It's one of the best movies ever made."

As if it couldn't get any better with the story, performance and direction, the film's haunting score by Ennio Morricone, is an added enjoyment that connects you to the film. From the Beatles's tunes of "Yesterday" and such to Annapola and the Rossini Overture "La Gazza Ladre," every note is a delight. The cast was amazed that Leone had already recorded all the music and it played while they filmed.

Leone was upset when the 10 hour film he made was cut done to two and half hours, but he would be proud of the new release special edition DVD that includes footage never-before-seen in North America Theaters. It's exquisitely remastered and artists have maintained the integrity of the film and the sound track.

Once Upon A Time In America - which earned several awards but not nearly enough - is truly one of the most enjoyable films I have ever seen, and if you've never seen a Sergio Leone film, you have to see this one.

Director: Sergio Leone

Screenplay: Leonardo Benvenuti, Piero De Bernardi, Franco Arcalli, Franco Ferrini, Sergio Leone - screenplay; Enrico Medioli - uncredited; Harry Grey - novel

Cast: Robert De Niro, James Woods, Jennifer Connelly, Tuesday Weld, Elizabeth McGovern, Joe Pesci, Burt Young

Rating: R for strong violence, sexual content, language and some drug use.

Classic Movie Guide Rating: 5 out of 5 stars

Run Time:   229 minutes

Studio: Warner Bros. Pictures

Format: Technicolor, Full Frame

Photo credits: Warner Bros. Pictures

Once Upon A Time In America trailer