The latter act puts Noodles behind bars until 1933. He rejoins his former partners in crime, who are now wealthy from selling Prohibition booze. Their capers include a diamond robbery, set up by outsiders Frankie (Joe Pesci) and Joe (Burt Young). The caper introduces them to Carol (Tuesday Weld), a prostitute who becomes Max's gal. Noodles' dream girl remains budding actress Deborah (Jennifer Connelly, Elizabeth McGovern), whom he has drooled over since he was a child.
But Max develops insane ambitions, which destroy the gang. Fast forward to 1968. Noodles, who has lived in quiet anonymity for years, is drawn back to his old neighborhood by mysterious messages from Max, who is now in the President's cabinet and enmeshed in a catastrophic political scandal.
How others will see it. Remarkably, Once Upon a Time in America received no Academy Award nominations. This was because of stupidity on the part of Warner Bros. Leone's six hour director's cut was hacked all the way down to 139 minutes, and the remaining scenes were moved around into chronological order. The resulting movie lacked continuity, of course, and was panned by critics (who were aware of the nearly four hour version that played in Europe) out of indignation.
I have never seen the 139m version. I have seen the movie in cable broadcasts on several occasions, always in the 229m (or so) version.
Today, the movie is nearly universally held in high regard. It is in the imdb.com Top 250, and the user ratings are extremely high. There is, however, an unusually wide gender spread, particularly for viewers under 18 (8.9 vs 5.3).
I believe that the gender gap exists because women have trouble appreciating some of the actions of the adult characters. Why does Noodles rape Deborah? This is hardly the way to say goodbye. When they meet again decades later, she doesn't make even the slightest reference to what he did. Incongruously, she also hasn't aged. And why would she ever have been in love with him, since he's a gangster and murderer.
Also, Fat Moe (Larry Rapp) would talk when he was on his way to getting tortured to death. He would also bear a grudge against Noodles afterward.
Further, the 1968 Max goes to great lengths to have Noodles shoot him. Suicide would be much less work. Going undercover again (he had done so once in 1933) is an even better idea.
Many women probably dislike Max intently. He treats Carol poorly, as a demonstration of how little he cares about her. He has two of his closest and most loyal childhood friends killed (Patsy and Cockeye). He also steals their money. He's a weasel. And since he is, why do Carol and Noodles love him?
Male viewers aren't stupid. They recognize these 'flaws' as well. And pay no attention to them. They don't measurably affect the quality of the movie. Max is a weasel, Carol likes to be abused by weasels, and Noodles is eternally loyal to the Max he knew when he was 12 years old. Deborah loves Noodles, but loves her career more. That's why she later chose Max, who could fund her ambitions. Why did she ever love Noodles to begin with? Perhaps because he was the first boy her age to 'appreciate her special qualities', although this is hard to believe when you look like Jennifer Connelly.
How I felt about it. Whatever version of Once Upon a Time in America that you have seen, the movie works best when regarded as a collection of scenes. Young Max sets up the drunk to be rolled under the stupid gaze of a beat cop. The loudmouth police chief discovers his all-American baby boy is a girl. Noodles takes forever and a day to stir his coffee, before yanking Max's chain yet again. Of course, my favorite is young Patsy waiting with his dessert payment to young prostitute Peggy (Julie Cohen), who chooses the immediacy of the dessert over the wait for forbidden flesh.
Sergio Leone and Akira Kurusawa are the two most reliable film directors. I have never seen a movie by either director that wasn't Good, that is, that graded less than 60 by my scale. The significance of this is only about 3% to 5% of all movies (Ed Wood-style films excluded) grade 60. Presumably, both directors have made disappointing movies I haven't seen. In Leone's case, they would have had to been very early in his career.
Stanley Kubrick, by the way, is the third most consistent director, grading below 60 only on The Shining, discounting his early movies prior to The Killing when he did not have the necessary resources or control to make a good movie. Alfred Hitchock may possibly have made more 60+ films than anyone else, but the relatively prolific director also made many clunkers along the way.