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09/30/2014 01:30 am ET Updated Nov 30, 2014

New York Film Festival 2014 #3: DeNiro and Woods Shined Once Upon A Time...

ONCE UPON A TIME IN AMERICA *** 1/2 out of ****
NEW YORK FILM FESTIVAL

Surely one of the highlights of the New York Film Festival will be the screening of the latest version of director Sergio Leone's epic swan song, Once Upon A Time In America. Cast members reunited on stage, led by Robert De Niro, Treat Williams and a chatty James Woods who eloquently and enthusiastically sang the film's praises. De Niro slipped out, but the rest stayed and savored all four plus hours of this gangster epic.

Leone's last film is one of those tragic tales of a great vision being compromised and thwarted at every turn. Unlike say Orson Welles, Leone fought for his movie every step of the way but to no avail. He shot enough footage to release a six hour film and pleaded with his producers to let him put it out in two parts of three hours each. Needless to say, they weren't excited by the idea of a movie that could only be shown once a day. Leone came up with a cut more than four hours long for the Cannes Film Festival, only to have to trim that drastically down to three hours and 49 minutes before its world premiere. Even worse, the American release was a horribly botched job that shrank the movie to two hours and 19 minutes, making nonsense of the elaborately structured tale. Leone died five years later.

Now we're closer than ever to the version he constructed for Cannes with this restoration that passes four hours without blinking. It debuted (again) at Cannes in 2012. Why it took two years to make it to America is a mystery to me, but the rapt audience was happy to finally get a glimpse of this legendary work by a unique talent. Once Upon A Time In America is just out on BluRay ($34.99 BluRay; Warner Bros.). You won't be able to sit near Woods and hear his friends laugh with pleasure on some of his big moments but you will be able to see this movie in a version as close as we're likely to get to what Leone originally wanted.

While the story is epic in length and covers decades, it doesn't feel like a big film to me, not in the way that perhaps Once Upon A Time In The West feels "big" and important. Some smart, scrappy Jewish kids form a gang together in the 1920s. The leaders are Noodles (De Niro) and Max (James Woods). Their characters as kids are played by Scott Tiler and Rusty Jacobs and it's one of the film's many strengths that the casting of these younger actors (who have a substantial amount of screen time) is so good. Tiler is great and Jacobs, while seeming to be even taller than the adult Woods and not a close physical match is magnetic in his own right. You just accept them. Equally good is Jennifer Connelly as Deborah, the girl Noodles loves who will be played as an adult by Elizabeth McGovern. Tuesday Weld is also a corker in one of her best parts.

We watch their local gang fight off bigger competition, strong arm cops, use their brains to horn in on new territory and flourish as Prohibition opened the way for illegal joints that flowed with liquor and money. The film stretches into the 1960s as an elderly Noodles returns to New York after many years away, stirring up old, painful memories.

And now you know precisely nothing about Once Upon A Time In America. Sure, that's the rough outline of the story, but that in no way captures how Leone tells it. This is a memory piece, with the elderly De Niro wandering through town flashing back to earlier days which flash back again to even earlier days, back and forth, from an opium haze during a crucial juncture in his life to youthful abandon to weary cynicism, back and forth, back and forth in a dance of memory that is really quite astonishing. Few films have openings as elaborately structured as this one, with memory layered on top of memory on top of memory yet always with the audience aware of where we are in the story.

To me, it's not a gangster film the way The Godfather or Public Enemy or GoodFellas is a gangster film. It's about childhood and friendship and first love and betrayal and the passing of years that don't even come close to healing old wounds. And for a good three hours it's masterful indeed, despite some modest flaws. Any serious film buff should see it. The restoration is lovingly done, though several new key scenes are pulled from the only available stock and are notably grainy, discolored and hazy. They've added about 20 minutes in all and given the Proustian nature of the film, with Noodles going back over past events again and again in his mind, somehow it works to have certain memories cloudy and out of sync visually with the rest of the story. Of course one would prefer a flawless print. But given the storytelling at work, this is one film that can encompass the varied, worn down look of a few brief passages and actually make that work in its favor.

I saw the travesty that was the botched American release back in 1984 and while I didn't like it in the least, I sensed something awry. Moment to moment, the film was too good for its overall nuttiness and confusion to make sense -- there had to be more. I saw the European cut which was released years later and realized how good the film actually was. Now I've seen this, the longest extant version yet. But the more they add, the more I feel the weight of the missing hour and a half or so that Leone had in mind for his six hour cut. What's here is very good, but it needs much more. Entire books have been written on this film and the missing footage; I haven't read them and am assuming that much of it comes from the second half of the story, chronologically, which feels truncated emotionally.

Minor flaws include the perhaps exhausted composer Ennio Morricone, who leans on the movie's central theme so often that it starts to wear out its welcome a la "Lara's Theme" from Doctor Zhivago. It's never as bad as that number, which becomes wearying in the extreme, but you do start to pull back a bit when it's used again and again. Plus, a brief scene surely exists that sets up Max, the character played by James Woods as an adult. Suddenly, three-quarters of the way through the film, we see this smart, centered, driven man suddenly behave like a lunatic when called crazy. Apparently, his father had a mental breakdown and Max gets unhinged if you insinuate the same about him. But this fairly crucial detail goes unmentioned so long that it comes out of left field and takes you by surprise. One other persistent issue -- and I'm serious -- is that the central character is called Noodles. Time and again, this silly nickname undercuts the gravitas of various scenes. You just sort of accept it, but it's like a buzzing undercurrent throughout the film, a distracting minor annoyance. Someone should have told Leone that whatever the character was nicknamed in the book this film was based on, they should stick with his given name of "David."

But the biggest complaint comes right towards the end in a major plot twist. This revelation is wholly unsatisfying. First, it comes completely out of the blue, though perhaps the six hour version of the film fills in the blanks and makes this both less of a "surprise" and more of a turn in their lives that is explored and has resonance. As it is, the twist is just nonsense, truly. If nothing else, it goes against the entire nature of the film. This is a movie obsessed with memory, a film presented as a story that flits back and forth in time, building layer upon layer, story upon story so that you gradually come to know these people and their world intimately.

Tossing in a twist at the end like some soap opera undermines the characters as we know them and more crucially cuts the legs out from under a film that finds its greatest power in memory. The revelation we're given doesn't deepen these memories and make us rethink our idea of who these people are. It makes nonsense of our belief that these are people by turning them into cardboard cutouts trapped in a melodrama.

Once Upon A Time In America is too well made, too beautifully acted by all involved to be fatally wounded by this left field development. You don't feel betrayed so much as confused; how did this become the final destination for a movie that was so sure-footed for a good three and a half hours?

Leone has seven official films to his credit as director, remarkably few for a man that left such a mark before dying too soon at the age of 60. His Dollars trilogy remains an enduring, much-imitated but unique series of films. You can convincingly argue for any of the three as his greatest work, though I'm increasingly drawn to the loopy, no holds barred pop opera of The Good, The Bad and the Ugly, which is gleefully epic. Once Upon A Time In The West is perhaps just a little self-aware of being an epic (though I haven't seen it in many years and await a public screening so I can watch it properly again).

But Once Upon A Time In America wears its epic nature lightly. You might easily argue that his films get longer and longer and better and better. Leone gently glides us back and forth through the years, painting resignation and old age with as much dignity as the first blush of youthful lust and romance. He holds the audience confidently in his grasp for more than four hours, ending on an ambiguous note that gives us a starting point for much to discuss and argue over while we hungrily wish for more.

MOVIES I'VE SEEN SO FAR IN 2014 (not a good year for movie-going for me)
All ratings out of four stars.

1. Au Hasard Balthazar (1966) **
2. 20 Feet From Stardom **
3. The Wolf Of Wall Street ** 1/2
4. In The House (Ozon) ***
5. Laurence Anyways *** 1/2
6. The Angels' Share ***
7. Philomena **
8. Mad Love (1935 w Peter Lorre) *
9. Women In The Wind (1939 w Kay Francis) **
10. The Hunt *** 1/2
11. Happy People: A Year In The Taiga ***
12. The Painting ** 1/2
13. The Spectacular Now *** 1/2
14. Dallas Buyers Club * 1/2
15. Blue Jasmine ** 1/2
16. The Story Of The Last Chrysanthemum (1939) ***
17. The Harvey Girls (1946) * 1/2
18. Cairo Station (1958) *** 1/2
19. Hannah Arendt * 1/2
20. The Act Of Killing *** 1/2
21. To The Wonder ***/
22. No ***
23. American Hustle **
24. Stories We Tell ***
25. Only God Forgives ***
26. Computer Chess ** 1/2
27. The Past ***
28. Captain America: The Winter Soldier ***
29. Blue Ruin ***
30. X-Men: Days Of Future Past **
31. Snowpiercer ** 1/2
32. Dawn Of The Planet Of The Apes *** /
33. Vicious (UK TV series) **
34. Endeavour Series Two ** 1/2
35. The Fault In Our Stars * 1/2
36. Escape In The Fog, dir Budd Boetticher (1945) **
37. Guardians of the Galaxy ** 1/2
38. Magic In The Moonlight **
39. Bedknobs & Broomsticks (1971) *
40. '71 ***
41. George Gently Series 1 (UK TV show) *** 1/2
42. The Look Of Silence *** 1/2
43. Seymour: An Introduction ***
44. Eden ** 1/2
45. Two Days, One Night ** 1/2
46. Once Upon A Time In America (extended director's cut) *** 1/2

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Thanks for reading. Michael Giltz is the founder and CEO of the forthcoming website BookFilter, a book lover's best friend. It's a website that lets you browse for books online the way you do in a physical bookstore, provides comprehensive info on new releases every week in every category and offers passionate personal recommendations every step of the way. It's like a fall book preview or holiday gift guide -- but every week in every category. He's also the cohost of Showbiz Sandbox, a weekly pop culture podcast that reveals the industry take on entertainment news of the day and features top journalists and opinion makers as guests. It's available for free on iTunes. Visit Michael Giltz at his website and his daily blog. Download his podcast of celebrity interviews and his radio show, also called Popsurfing and also available for free on iTunes.

Note: Michael Giltz is provided with free access to press screenings with the understanding that he will be writing a review.