The third and final film in director Leone's notional trilogy of movies about the birth of modern America, which began with the iconic Once Upon A Time In The West and continued with A Fistful of Dynamite (which Leone later explained was originally to have been titled 'Once Upon A Time In Mexico').
Spanning 40-odd years, Once Upon A Time In America follows a clutch of Jewish immigrant gangsters from their days as excitable juvenile delinquents in Brooklyn, through the Prohibition era and into their dotage. Focussing principally on philosophical Noodles (De Niro) and his lethal partner Max (Woods), over the course of three and a half hours Leone charts their changing fortunes and fluctuating loyalties as first they have everything to play for, then everything to lose. En route there's jail, betrayal, opium and murder but through it all Noodles and Max remain bound by the dreams they shared as kids - dreams that sometimes sustain them, and other times threaten to destroy them.
Any simple description of the plot fails to convey the complexity of the various relationships, or the fragmented nature of the story - a brilliantly structured mosaic of memories drawn together by the symbol of a ringing telephone, echoing down the years.
Shot with a beautiful, fluid grace, it's a patient piece of filmmaking and Leone invests these characters with a vivid inner life. But it's also a bitter, brutal story in which the characters' ambition is overshadowed by violence, and greed wins out over love. De Niro, whose character ages around thirty years, gives a solid, thoughtful performance but it's Woods who's the firecracker here.
Sad and vast yet compelling throughout, this remain Leone's most towering achievement.