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The Ending Of Once Upon A Time In America Explained

Imagine what it takes for a film to be hailed by some as the greatest work of a career that includes "A Fistful of Dollars," "The Good, the Bad, and the Ugly," and "Once Upon a Time in the West."

If Italian master Sergio Leone's spaghetti westerns were epics of space, never failing to situate their cowboys and conmen against the wider expanse of the "Western" desert that frames their exploits and hunger to survive, then his 1984 gangster film "Once Upon a Time in America" is an epic of time, constantly leaping back and forth between versions of its characters during three distinct periods of their lives: as young petty crooks in 1918, hardened gangsters in the early 1930s, and older men, long out of the game, in 1968. 

It's a sprawling, brutal look at the immigrant experience and the American dream, with protagonists far more anti than hero. And yet, it was panned upon its release in America, victim to studio-mandated cuts that took the film out of Leone's control and chopped it nearly in half for release in the United States, according to the New York Times. The rest of the world got something closer to the director's original vision, a sprawling film with a runtime of about four hours. The U.S. got the demo version, which colored reaction to it there for decades and left audiences utterly confused by what they had seen.

That might be close to what Leone intended, but not in a good way. The film's original ending, Leone's vision, layers a pair of mysteries on top of one another, but leaves it to the audiences to determine the answers, along with how they might dovetail or diverge. Here's how it does it. 

What's the setup for Once Upon a Time in America's ending?

First, some background. The audience's point of view character throughout the film is the gangster Noodles Aaronson (Scott Tiler, then Robert De Niro). After forming a gang with his friend Max (Rusty Jacobs, then James Woods) when they were still up-and-coming near-kids on the Lower East Side, Noodles is arrested for stabbing a local boss.

By the time Noodles is released, the gang has blossomed into a successful bootlegging operation. However, their success is short-lived, the empire collapsing after the repeal of Prohibition a few years later. Noodles is convinced by Max's girlfriend Carol (Tuesday Weld) to rat the gang out on a lower offense, which will send them to prison for a smaller time but lessen the risk of more severe consequences. The plan fails, however, and Max and Noodles fight, with Noodles knocking Max out cold before the police arrive. When he comes to, he learns that his friends have all died in a shootout with the cops. He escapes, numbs his pain in the opium den the audience first saw in the film's opening scene, and flees to Buffalo, where he lives out his life in hiding.

Or he does, until someone from his past finds him in 1968. He learns that Max faked his own death with the help of the cops and spent the last 30 years rising in the Teamsters Union under the identity of Christopher Bailey, going so high he became the U.S. Secretary of Commerce. But now, Max has made enemies of the wrong people, and so he's contacted Noodles to kill him before the Teamsters can.

Does Max die at the end of Once Upon a Time in America?

Which is where the first of the film's double mysteries comes into play. Noodles refuses the assignment; to him, Max died with the rest of the gang, and this is some other person to whom he owes nothing. He leaves Bailey's house, but Max, or somebody, follows him in the dark. As Max walks toward him, a garbage truck passes between the two men, and when it drives on, Max is nowhere to be seen. The camera instead follows the truck, showing the back where a spinning blade chops and compacts the refuse.

The image of the truck doing its work definitely seems a little bit leading. Someone who's already hired his friend to kill him and been rebuffed might take the next opportunity available to do the job himself. Or perhaps the truck was part of an assassination plot, and Max didn't have a choice. But alternatives are possible too. Max could have fled, Or it might not even have been Max. Supposedly, according to Cinephilia & Beyond, Woods himself didn't know what happened to his character in this end. Leone, to preserve the ambiguity, reportedly filmed the scene with Woods' stand-in rather than the actor.

How much of Once Upon a Time in America might have been Noodles dream?

The question might be moot. The final sequence of the film, after Noodles watches Max's vanishing act, returns to a younger Noodles in the opium den after the "death" of his friends in the 1930s. He partakes of the drug, and the film ends with a blissed-out smile drawing across his face.

One theory, put forth on OtakuKart.com, holds that this could be the young Noodles realizing what Max is up to and deciding to play his part in it. He "finally understands the master plan of Max to escape from the miserable gangster life, etc." But the site Aural Crave puts forward another theory, one more often echoed: "Maybe it's inside that smile that Noodles imagines what we see in the movie, like an unconscious projections of his wish that his friend is still alive, and he [shouldn't] have any remorse about his death."

The sequence then suggests that everything that happened after Noodles entered the den –– his escape to Buffalo, his return to New York, Max's rise to prominence and impending fall –– was a product of an opium-induced dream. Noodles' version of a happy ending is his friend surviving long enough to reveal a 30-year betrayal, and then once again coming under Noodles' power by making that request. Perhaps the ambiguity of Max's final fate is Noodles' own indecisiveness. He's not sure whether he wants his friend to survive or not; he just knows he doesn't want to be the one to kill him.