Follow-up post on Blu-ray release here 

About a year ago Sergio Leone’s children, Andrea and Raffaella, announced that they would be working with the renowned Bologna Cinematheque to digitally restore Once Upon a Time in America. Tonight, that restored version is being shown at the Cannes Film Festival, almost 28 years to the day after it was first shown there in 1984. It’s all very exciting for us Leone fans, but I remain as ambivalent now as I was a year ago about the decision to insert 26 minutes of previously unedited footage into Leone’s 229-minute masterpiece and re-release it as the so-called “director’s cut.” Make no mistake, I’ll shove little old ladies to the ground, kick puppy dogs through the air, and push the wheelchair-bound out of my way to be the first in line to see this, but unless Leone’s ghost instructed his children to reinstate that footage, I don’t see how this can legitimately be considered Leone’s “director’s cut.”

Once upon a time, in 1984 to be exact, Leone said he reluctantly excised between forty-five and fifty minutes worth of “significant footage” from Once Upon a Time in America. But sometime between then and 1988 he underwent a change a heart. Here’s what he said about the legendary longer version in a 1988 interview with Oreste De Fornari:

“Then there is the very long one that has never been edited and which lasts fifty minutes longer. Four and a half hours. But we rejected the idea of two parts on TV. It is so intricate that it has to be done in one evening. And besides, let’s be honest: this one is my version. The other perhaps explained things more clearly and it could have been done on TV in two or three parts. But the version that I prefer is this one, that bit of reclusiveness is just what I like about it.”

There you have it, straight from the lion’s mouth, so to speak. Leone preferred the 229-minute cut. He considered it his version. That should be the last word on the subject of the director’s cut.

Also note that the additional footage “has never been edited.” The common perception among fans that Leone assembled a 270-minute cut back in 1984 is a myth. He wanted to make a longer version in 1984, but didn’t; later, he could have, but no longer wanted to. This has serious implications concerning whether this restoration constitutes the director’s cut. After all, restoring the footage isn’t just a matter of reinserting previously edited material back into an already existing longer version; it means taking raw footage and making decisions about how best to use it. Who made these decisions? Not Leone. And if Leone ain’t making the decisions, it ain’t the director’s cut. It’s not the director’s cut because the director is no longer around to cut it. It doesn’t get more axiomatic than that, my friends.

Nor was Nino Baragli, the film’s original editor, involved in the decision-making process. In other words, the two men responsible for cutting Once Upon a Time in America as we know it today, Leone and Baragli, had absolutely nothing to do with this restoration project. Baragli, a world-class editor whose credits include The Good, the Bad and the Ugly and Once Upon a Time in the West, said this about editing with Leone:

“I call Sergio “the Pulveriser” because he reduces you to a pulp when the editing starts. But working with him is more exciting than with others. When I edit a film of his I don’t think about it only when I am in front of the Moviola, but also when I’m watching television at night. There is never a sequence that you can shoot in a couple of hours. You need at least a day, and then the next day when you take another look at it, three other solutions present themselves. With him “duplicates” do not exist. You may take one line from one take and one from another which you thought was going to be discarded. Sergio shoots a lot of footage because he has a taste for the shot, because he wants to get the maximum out of the actors, because he wants to cover himself. There are a thousand ways to edit a film of his; certain scenes can become dramatic or ironic according to the editing.”

Which of the thousand ways to edit these 26 minutes will we get? I guarantee one thing: it won’t be the way Leone and Baragli would have done it. Who was the Pulveriser? Not Leone. Who got pulverized? Not Baragli.

I’m glad Ennio Morricone scored the missing scenes, but let’s not forget that it was always Leone who ultimately decided how the music would be used. Who decided how to use the music this time? Whoever it was, it wasn’t Leone. Even though all the music for Once Upon a Time in America was scored before filming began, Morricone emphasized:

“Sergio and I always think through our work to the very end, without ever declaring ourselves satisfied. “

Who thought it through to the end with Morricone this time? Sadly, not Leone.

Unless I hear that Leone’s ghost took charge of the project, I will never consider this restoration the “director’s cut.” At best it’s an approximation of the director’s cut Leone envisioned once upon a time.

Nevertheless, little old ladies, puppy dogs, and the handicapped have been warned.

Here are the reinstated scenes:

1) At the mausoleum in 1968 Noodles talks to the director of the cemetery, played by Louise Fletcher. As they emerge from the mausoleum, Noodles notices a suspicious looking black limousine parked nearby, which according to the script “catches the funereal atmosphere to perfection.” (3 minutes and 49 seconds)


Note: According to Adrian Martin “this extended dialogue has the woman speak of tombs as ‘havens’ and explain the Egyptian ‘cult of death,’ references that resonate with many elements, including Noodles’ opium taking and Deborah’s on-stage role as Cleopatra.”

2a) The 1933 scene where Noodles drives a car into the water has been extended. We now see, per the script, “Cockeye, then Patsy, emerge, sputtering and spitting. Then Max, who looks around much the way Noodles looked for him some years ago. No sign of Noodles.” (1 minute and 17 seconds)

Note: This addition may not seem particularly “significant,” but it accomplishes two things. First, as alluded to above, it creates a parallel with the childhood salt weight scene in which Max fakes drowning. Second, it improves how the film transitions from 1933 to 1968 at this point in the story. In the 229-minute version, we cut from the car plunging into the water to Noodles watching a TV news story about a car bomb explosion at the Bailey estate, easily the film’s weakest transition. But now the film will cut to…

2b) …Noodles seeing that mysterious black limousine explode at the Bailey estate. (1 minutes and 56 seconds)

Then we’ll cut to Noodles watching the television newscast, which will make for a smoother and more resonant transition.

3) In 1933 Noodles talks to the chauffeur (producer Arnon Milchan) outside the theater before his fateful date with Deborah. (2 minutes and 6 seconds)


Note: According to Christopher Frayling, “Leone reluctantly had to sacrifice this scene” due to running time concerns.

Co-writer Stuart Kaminsky thought the scene was “crucial.”

On the other hand, Leone’s business advisor, Luca Morsella, claimed Leone cut this scene for reasons other than the running time: “Sergio had promised the part of the chauffeur to Arnon Milchan, but…he lost his nerve about this. He was worried that having taken so much trouble over casting everyone else, this might not work. So he said no. Milchan was offended and asked De Niro to intercede. There was a row with Sergio, who finally agreed to shoot it. He shot it and cut it, then told interviewers Milchan had made him cut it!”

4a) After raping Deborah, Noodles gets drunk at a speakeasy, where he meets Eve, a prostitute, and agrees to pay her on the condition that she call him Deborah during sex. (2 minutes and  25 seconds)

4b) Noodles and Eve get a hotel room, but Noodles passes out after reciting a few lines from the ‘Song of Songs.’ (2 minutes and 30 seconds)

4c)  The next day, he wakes up and finds a thank you note from Eve signed “Deborah.” (30 seconds)

Note: Eve’s appearance will no longer go unexplained.

Also, as Adrian Martin points out, “the scene contains several of the film’s key motifs and themes, such as Noodles’ ‘dead sleep’ and his willful, desperate forgetfulness.”

5) The night after the rape, Deborah, looking “elegant and pale,” is sitting at a table in the train station restaurant. A porter comes for her luggage and they “cross the great hall of the station towards the platform from which her train leaves. Noodles just catches sight of her as she leaves the hall and hurries after her.” (35 seconds)

Then, of course, she “draws the shade” on their relationship.

Note: Leone held this part of the sequence in high regard, even though it runs only 35 seconds.

*** One of my commenters provided a great reference: In issue 359 of Cahiers du Cinema dated May 1984, Leone said: “I cut a scene that I liked very much, at the railway station restaurant (it had been filmed at the Brasserie Julien in Paris)”

6) In 1968 Deborah performs the death scene of Cleopatra on stage as Noodles watches from the front row. (2 minutes and 18 seconds)

Note: Elizabeth McGovern said, “Sergio shot the scene but thankfully cut it out because it stopped all the action at a point where you couldn’t afford to take the time suddenly to get used to the Shakespearean language…it was very strange to have a death scene Kabuki-style at that point in the movie.”

McGovern makes a good point. I’ll reserve judgment until I see the scene, but it does seem like it would halt the film’s momentum. Still, I love the idea of Noodles watching her perform – just like he used to spy on her through the peephole when they were children. You can be sure there’s going to be a powerful close-up of Noodles as Morricone’s melancholy ‘Deborah’s Theme’ swells on the soundtrack.

7) As guests arrive to the party at the Bailey estate, Max/Bailey has a heated exchange with union leader Jimmy O’Donnell (Treat Williams). (5 minutes and 8 seconds)

Note: In 1922, after being pummeled by Bugsy, Max says he doesn’t like bosses. In 1933 he reconsiders his position when he meets syndicate bigwig Frankie Minaldi, prompting Noodles to say, “I thought you were the guy who didn’t like bosses.” The 1968 scene with O’Donnell shows that Max’s “bosses” prove to be his downfall after all.

As Adrian Martin writes, “the ironies of political history are spelt out by Jimmy: ‘I’ve avoided mistakes and you haven’t. You’re stupid, and, unfortunately, you’re also in the way.’ This leads to Jimmy’s unsubtle suggestion to Max that he kill himself – ‘I’d be very happy for you if tonight, during all the noise of the party, I heard a shot.’

Thanks to Forgotten Silver for the great set of photographs above, as well as for putting together a list of the deleted scenes.

Click here if you’re interested in reading how these scenes play in the shooting script.

Here’s what Davide Pozzi, Director of L’Immagine Ritrovata laboratory, says about the restoration:

The main challenge faced was represented by the desire to re-insert the scenes cut by Sergio Leone. A team of film scholars worked for months researching all available information and testimonies. Ever aware of the delicacy of the intervention, these scenes, previously considered lost, were inserted in an extended version in the most harmonious way possible.

Technically, the homogeneity of the unedited scenes was the biggest problem, as unfortunately the negatives for these scenes no longer exist. The only materials available were discarded strips of working positives which had been badly preserved.

Making this task even more difficult was the fact that the working positives had been printed without particular care, as originally they were part of the working copies which circulated between the assistant editors and sound editors as a work reference. The images in these sequences were ruined, not just by their poor state of preservation, but also through their use as working copies.