Once Upon a Time in America is a 1984 Italian-American epic crime drama film co-written and directed by Italian filmmaker Sergio Leone and starring Robert De Niro and James Woods. Based on Harry Grey's novel The Hoods, it chronicles the lives of Jewish ghetto youths who rise to prominence in New York City's world of organized crime. The film explores themes of childhood friendships; love, lust, greed, betrayal, loss, broken relationships, together with the rise of mobsters in American society.
It was the final film of Leone's career and the first feature film he had directed in 13 years. The cinematography was by Tonino Delli Colli, and the film score by Ennio Morricone.
Leone originally envisaged two three-hour films, then a single 269-minute version, but was convinced by distributors to shorten it to 229 minutes. The American distributors, The Ladd Company, further shortened it to 139 minutes, and rearranged the scenes into chronological order, without Leone's involvement. The shortened version was a critical and commercial flop in the United States, and critics who had seen both versions harshly condemned the changes that were made. The original "European cut" has remained a critical favorite and frequently appears in lists of the greatest gangster films of all time.