Once Upon a Time in America (Italian Import) (4K UHD Review)
Director
Sergio LeoneRelease Date(s)
1984 (December 10, 2025)Studio(s)
The Ladd Company/PSO International/Embassy International (4Kult/Eagle Pictures)- Film/Program Grade: A
- Video Grade: B+
- Audio Grade: B
- Extras Grade: F
Review
[Editor’s Note: This is an Italian import that contains two Region-Free 4K Ultra HD discs and a Region B-locked Blu-ray.]
Once Upon a Time in America may have been the final film that Sergio Leone directed before his untimely death in 1989, but it was a project that had been gestating since his earliest years as a filmmaker. It’s his only work that was based on an external source: former gangster Harry Grey’s fictionalized memoir The Hood, which was originally published in 1952 (although it didn’t reach Italy until 1958). Leone was first exposed to the book in 1966 while he was making The Good, The Bad and The Ugly, and the timing couldn’t possibly have been more perfect. The milieu of The Hood may have been radically different than the Spaghetti Westerns that Leone had been making, but Grey’s approach as an author actually fit perfectly into what the director was already exploring. In Leone’s preface to a 1983 edition of the book, he explained his reaction to Grey’s authorial voice this way:
“The grotesque realism of an old thug who, while reaching the end of his journey in and out of the metropolitan epic, wanted to tell what the life of flesh-and-blood gangsters was really like—sweeping aside myth and legend—yet could not avoid resorting to a repertoire of movie citations, gestures and lines of dialogue, seen and remembered a thousand times on the silver screen, could not fail to awaken my curiosity and encourage me to have some fun. I was struck by the vanity of this project and the grandeur of its failure... And then the construction of the characters, the gunshots, the dialogue from cop films, the flashbacks, the pulp Coup de théâtre and the whole grammar of montage on the page—all these, these memoirs of Noodles, were from every point of view made of cloth from the Hollywood weave. No point in kidding oneself.”
Starting with A Fistful of Dollars in 1964, Leone had been engaging in a process of deconstructing the mythology of conventional Westerns while simultaneously remythologizing it. Yet the counter-myth that he established was one that was still steeped in cinematic Western history, just shaken and stirred into a fresh combination that felt unique even though it really wasn’t. So, it’s not hard to understand why The Hoods appealed to Leone so much: it was a book that tried to deconstruct gangster mythology by crafting a counter-myth based on previous gangster movies. A grand failure, as he noted, but one that offered him a template for his own gangster film. Yet one crucial piece of the puzzle was still missing. Leone felt compelled to meet with Grey, and the conversation that they had together in a New York City bar provided it. As he explained to Diego Gabutti in C’era una volta in America, “I left that bar convinced that the best approach to filming The Hoods would be to have the elderly Noodles revisiting his childhood and youth as a small-time gangster.” And that’s when Once Upon a Time in America really was born.
Once Upon a Time in America is the sweeping saga of the rise and fall of Jewish gangsters in New York, from their earliest days as street punks to their eventual success as bootleggers during Prohibition, at least until it all comes crashing down along with the 18th Amendment. Most of that is seen through the eyes of the elderly David “Noodles” Aaronson (Robert De Niro/Scott Tiler) as he returns to New York City in 1968, but Leone wasn’t interested in conventional flashback structure. Instead, Once Upon a Time in America opens in medias res, with Noodles hiding out in a Chinese opium den in 1933. From there, like Vonnegut’s Billy Pilgrim, he becomes unstuck in time, with the narrative freely jumping back and forth between different eras. Yet it’s still divided into three general time periods, with each of those individual stories running more or less in parallel with each other: the 1920s, the 1930s, and the 1960s. As the threads slowly start to come together, the reasons why Noodles was in hiding become clear—as do the future consequences that he will face for his actions.
Making that complex interlocking structure work required a raft of screenwriters that included Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco Ferrini, and Leone, with Stuart Kaminsky handling the English-language dialogue (needless to say, editor Nino Baragli deserves plenty of credit as well). Yet there’s a hidden structure within that structure that could have only come from Leone. Ever since For a Few Dollars More in 1965, all of his films had revolved around an Unholy Trinity of what critic Danny Peary called a race of “mythic superwarriors,” a concept that Leone made explicit in his next film The Good, The Bad and the Ugly. While morality was relative in Leone’s west, the Good was the protagonist, the Bad was the antagonist, and the Ugly, or flawed superwarrior, was caught somewhere in the middle. That character structure re-appears in Once Upon a Time in America, albeit in subtler fashion.
The shift from an explicit good, bad, and ugly structure to an implicit one was necessitated by the milieu that Leone chose to explore in the film. He may have wanted to demythologize the gangster genre, but his process of remythologizing it stripped away any kind of romanticism whatsoever. Tonino Delli Colli’s cinematography still employed some occasional diffusion, but this wasn’t going to a be a soft and gauzy portrait of the gangster lifestyle like The Godfather. Noodles may be the protagonist, but he’s still a brutal thug with no real “good” in him whatsoever. He may fall prey to the schemes of others, but he’s still pure victimizer, not a victim. Leone hammers that point home repeatedly by including two prolonged rape scenes involving Noodles, the first of which offers viewers a way out by implying that his victim “asked for it,” but the second pulls that rug out from under the audience by offering no escape valve whatsoever. It’s an awful scene perpetrated by a truly awful person.
The reality is that all of the characters in Once Upon a Time in America are ugly ones, with even Noodles’ second victim proving to be corruptible in her own way. In Leone’s harshly anticapitalistic worldview, everyone has their price, and there’s always a profit to be made from someone’s death. Yet the key characters are still divided into a loose good, bad, and ugly structure, with Noodles as protagonist and his childhood friend Max (James Woods/Rusty Jacobs) serving as both ally and antagonist. The rest of their gang is caught in the middle: Cockeye (William Forsythe/Adrian Curran) and Patsy (James Hayden/Brian Bloom), with even their associate Fat Moe (Larry Rapp/Mike Monetti) fitting squarely into the ugly category. Yet like Once Upon a Time in The West before it, there’s actually a fourth component to this Unholy Trinity in the form of a woman, Deborah (Elizabeth McGovern/Jennifer Connelly). Like Jill before here, Deborah is pulled back and forth between the other characters, but she’s a survivor who ultimately will do whatever she has to do in order to advance her career. Like many such women, she discovers that only by allowing herself to be exploited can she exploit the bitter economic reality of America.
Yet however much that Leone believed in the reality of capitalistic exploitation, the world of Once Upon a Time in America is still the world of myth, and he left no doubt about that fact. The film may open in medias res, but it closes the same way, with Noodles still in that Chinese opium den in 1933, a smile slowly spreading across his face as he drifts into an opium dream. The world of Once Upon a Time in America is the world of dreams, including the broken American one. But while this may seem to open the door for interpreting the entire story as being nothing more than an opium dream, Leone made it pretty clear that he considered Noodles’ journey to be an all too real one. In his preface to the Harry Grey book, this is how he summarized that journey:
“Noodles’ truth was the disaster—plain and simple—of his life. He started out with nothing and, after a wild journey across America—half country of marvels, half chamber of horrors—he finished up with nothing. Without a dime, without friends... His story was not an American tale, that’s to say a piece of Americana in the current sense, cooked and recooked by Hollywood screenwriters and the writers of newspaper headlines—but on the other hand it was a story of America which was as clear and transparent as crystal.”
It’s just that Leone felt the best way to make the reality of America crystal-clear was to view it through the opium-fueled haze of Noodles’ clouded vision. In Once Upon a Time in America, establishing the myth was necessary in order to expose the reality of true Americana. It was Leone’s final statement on a subject that he had been exploring for his entire filmmaking career.
Or, at least he intended it to be. Once Upon a Time in America was an expensive production made with the support of a major studio, and Leone was contractually obligated to deliver a film under 165 minutes. His initial cut clocked in at over four hours, which he eventually whittled down to 229 minutes, and that’s where he drew a line in the sand. But he didn’t have a leg to stand on, legally speaking, and Warner Bros. hacked it down to 139 minutes for North American distribution. They also restructured the narrative linearly, completely eliminating Leone’s complex flashback/forward structure. That version has thankfully been lost to time, with Leone’s 229-minute international version now standing as his final cut.
Yet there was one more posthumous wrinkle in the form of a “reconstruction” created in 2012 by the Film Foundation under the direction of Martin Scorsese and Leone’s estate. This 251-minute version added back several scenes, some of which expanded the roles of Eve (Darlanne Fluegel) and Jimmy O’Donnell (Treat Williams). It also added back a previously unseen character played by Louise Fletcher. The problem is that the only available footage for those scenes came from discarded strips of film that had been printed for reference purposes only (they’re not from Leone’s workprint), and not only were they in extremely poor condition, but they weren’t final takes and hadn’t been through the original editorial process. As a result, they stand out like a sore thumb visually, and worse, they aren’t edited smoothly and feel like raw outtakes. This extended version is an interesting alternative presentation that offers a glimpse of what might have been, but the 229-minute international cut remains the only extant cut with which Leone was personally involved. It’s the director’s cut.
Cinematographer Tonino Delli Colli shot Once Upon a Time in America on 35mm film using Arriflex cameras with spherical lenses, framed at 1.85:1 for its theatrical release. This version is based on a 4K scan of the original camera negative that was performed by Warner Bros. Motion Picture Imaging, with digital restoration and grading handled by L’Immagine Ritrovata in Bologna (both Dolby Vision and HDR10 options are included). The added footage for the extended cut was scanned from those discards instead, and to get this out of the way up front, they look no less terrible in 4K than they did in 1080p: faded and washed-out, with any semblance of shadow detail crushed out of existence. They’re nearly unwatchable, so keep that in mind if you choose to watch the extended version—they’ll take you out of the film each and every time that they pop up. Caveat emptor.
As far as the rest of the theatrical version goes, the results of L’Immagine Ritrovata’s work is, unsurprisingly, a bit of a mixed bag. Overall levels of detail do advance slightly over the previous Blu-ray versions, with fine textures like the old age makeup being just a bit crisper and better-defined. That’s balanced by the fact that Eagle Pictures chose to encode each version of the film onto a single UHD instead of splitting them over two, so the bitrates hover in the 40-50Mbps range and sometimes drop lower than that. Considering that Eagle’s encode of Paramount’s problematic 4K master for Once Upon a Time in the West did show marginal improvements over Paramount’s encode for their own disc, that’s a little disappointing, but there doesn’t appear to be any major issues from the lack of bandwidth here.
A bigger issue is that the black levels are elevated throughout the film (even during the opening credits), which flattens the contrast and makes darker scenes look washed out. Yet given that L’Immagine Ritrovata was involved, the grade is likely going to be much more controversial for some viewers. The previous Blu-ray of the extended cut had a strong green and yellow push to it, and the good news is that the green has been dialed down this time. It’s still present, at least in some of the earlier scenes, but it’s not as obtrusive. The yellow gets a bit more complicated. Leone and Delli Colli intended a subtle sepia-toned look for Once Upon a Time in America, and filtered it accordingly, so yellow isn’t a problem in and of itself. But Ritrovata has a tendency towards yellow of their own, as evidenced by their grades for Leone’s Dollars trilogy. In some cases, this feels like it has added yellow on top of intended yellow, but it’s still less than was on the previous extended version Blu-ray.
So, what’s the bottom line? While it’s important to note the flaws with this 4K presentation, it’s equally important to acknowledge that it’s still an improvement over both previous Blu-rays, just in different ways in each case. Imperfect, but still improved.
Audio for both cuts is offered in Italian 2.0 mono DTS-HD Master Audio, plus Italian and English 5.1 DTS-HD Master Audio, with optional Italian and English SDH subtitles. Once Upon a Time in America was released theatrically in mono, and unfortunately the original English mono hasn’t been included here (this is an Italian release, after all). The 5.1 remix was originally created for the 2003 DVD from Warner Bros., and fortunately, it’s quite restrained. Ennio Morricone’s score is given greater spread across all channels, and there’s some additional vague ambience in the rears, but aside from very infrequent sound effects panned into the right or left channel, the bulk of the dialogue and effects retain their mono character. The added footage for the extended version is similar, but due to source limitations, there’s more background noise and the dialogue can sometimes be a bit difficult to understand. But it’s good enough considering that the whole extended cut is little more than a novelty.
The Eagle Pictures Region-Free 4K Ultra HD release of Once Upon a Time in America is a three-disc set that includes two UHDs, one with the theatrical cut and one with the extended cut, plus a Region B-locked Blu-ray with the extended cut only. It also comes with an embossed slipcover featuring a modified version of the original theatrical poster artwork. Eagle also offered a Limited Edition six-disc set that added two DVDs with the extended cut and a second Blu-ray with the Italian-language documentary Sergio Leone: The Man Who Invented America, plus art cards and a mini poster. It was limited to 3,000 units and is long sold out at this point, but there were no English subtitles for the documentary, and the added DVD copy was of questionable utility. For English-language viewers, the standard version will serve just fine—although the lack of the bonus disc with the documentary means that there are no extras here whatsoever, not so much as a trailer.
That also means that this is missing the Richard Schickel commentary and the featurette Once Upon a Time: Sergio Leone that were on various Warner Bros. DVD and Blu-ray releases. If you’re here, you’re here for the 4K upgrade only—and yes, it is an upgrade, so Eagle’s UHD is well worth picking up for fans of Sergio Leone and Once Upon a Time in America. Just be prepared to temper your expectations a bit, but it’s still recommended.
-Stephen Bjork
(You can follow Stephen on social media at these links: Twitter, Facebook, BlueSky, and Letterboxd).