The mysterious ending of Once Upon a Time in America

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The masterpiece of one of the most esteemed directors ever, from critics, audiences, and colleagues in the industry, always at the top of the charts of the best films ever made; an example of a gangster movie that will close an era and open another one, often inspired by it; the refusal to shoot The Godfather in order to stay loyal to the ideas he would develop in this film; the eight-hours-long material selected by Sergio Leone after filming, reduced to less than four after several cuts that didn’t make the director happy; the legend that this film, especially during editing, contributed to worsening Leone health conditions, leading to his death. In this article we will explore the ending of Once Upon a Time in America, having the meaning and the plot carefully explained.

There are numerous stories still living around Once Upon a Time in America, and not all them are clear and defined, as it’s common for one of the most ambitious and intense films in the history of Cinema. But the one we always discuss after seeing the film for the first time is the story behind the ending scene.

In the final minutes of the film, the plot twist is revealed. Mr. Bailey (James Woods) reveals to Noodles (Robert DeNiro) a deceit that lasted 35 years: Max wasn’t dead the night Noodles saw the corpses of his gang; it was a trick to steal his money and his woman and run away, leaving him with all the remorses. But now Max/Bailey is in big trouble, his life is ruined, and what he’s asking Noodles, as a sign of repentance for the nastiest thing ever done in his life, is to be killed by his hands. Noodles’ response is negative: he doesn’t accept this version of reality; probably too painful to live with it. Max died that night years ago, and Mr. Bailey has nothing to do with that story. That part of the dialog is one of the most mentioned quotes in the history of Cinema:

“Is this your idea of revenge?”
No. It’s just the way I see things.”

What happens next, at the ending of Once Upon a Time in America, is the famous scene outside the villa: Noodles goes outside from a back door and walks in the dark, passing by a big truck. The truck switch on the engine, and from the villa emerges a figure that seems (but we are not sure) Mr. Bailey. The truck starts to move slowly, hiding Mr. Bailey from Noodles’ sight, and at that moment, a metallic screech fills the night. Mr. Bailey is no longer there, and Noodles sees the blades that crush the trash in the back.

Rumour has it that not even James Woods knows if his character jumped into the blades or just slipped away. Sergio Leone explicitly wanted to leave the ambiguity of that scene, and legend has it that the figure outside the villa is played by a stunt, not by Woods himself, to feed the doubts about the possible recognition. It’s a paradox: Noodles spends the whole film, and practically half of his life, wondering what really happened that night; then he discovers a truth, he doesn’t accept it, and he doesn’t even worry about checking what happened in front of his eyes. Noodles has already decided what truth will accompany him for the rest of his old age, and he only wants to protect it from any possible interference.

Or maybe none of this really happened, and everything we saw during his elder age, in the villa and outside of it, is only the fruit of his imagination.

Once Upon A Time In America (1984) - FInal Scene - The Smile

Because what we see right after is the lights of three cars from the 40s passing by in front of Noodles, in a time contradiction that is not explained (at that time, we are in the 80s). And just after that comes the flashback, that maybe is not even a flashback: we go back to the tragic night when the gang is dead, when Noodles enters the opium den and tries to forget what happened. And then that close-up through the fabric, which reminds us of Claudia Cardinale in Once Upon a Time in the West, and the mysterious smile that closes the movie. A smile that strides with the tragic history, a fake smile induced by smoking, and even more fake because it happens when Noodles still doesn’t know his future. Maybe it’s inside that smile that Noodles imagines what we see in the movie, like an unconscious projection of his wish that his friend is still alive and he shouldn’t have any remorse about his death. A riddle that is still not solved, for which no one ever provided the final solution. Not even Sergio Leone.

Because if there is one thing that certain films, that certain filmmakers want to communicate, it’s just this: the pleasure of Cinema isn’t about understanding what happened, but it’s about immersing ourselves in the mystery, in the nuances of meaning, absorbing them as the fabric does with water, letting ourselves be penetrated by art, enjoying the conditions in which the film places you. Uncertainties and ambiguities are a part of that pleasure, and the ending of Once Upon a Time in America makes no exception.

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  1. The ending always puzzle me, even after seeing the film multiple times over the years. Then very recently I came to the realization that, as you said, everything that happens in the “modern day” is actually in his imagination. It’s his cathartic way of dealing with what he did to his friends, and raping his childhood love. I implore everyone to go back and watch the film with that in mind and it will all make complete sense— it’s explains why no one recognizes Senator Bailey as Max, why Deborah doesn’t seem to have aged a day, etc.

  2. Great thoughts. I love – despise – a film that has an ending like this…but it makes you do some critical thinking and that’s rare. Hear hear….

  3. i think the smile is because noodle s realised that max did not died in the fire and he realised that this was a setup done by max for his fake the flashback it is shown that noodles enter the opium den after he saw the dead bodies of his friends and camera zooms in on the face of disfigured maxs face in the bodies from the perspective of noodle view.noodles was aware that max did not died in the explosion all along.

  4. the smile is a summation of noodles’ life. it is a smile of satisfaction that comes from knowing that, for all its failures and shortcomings, it was a life well lived. a life that he may not trade for anything else. with that smile, we know that noodles is happy to be where he is. he is home and healed

  5. Hi
    I just watched the fully restored version on a big screen. During the scene with the cars of the 30’s, you can see behind Noodles
    a building with a chinese architecture…

  6. I did see that also , I think he was high and walked out back and had all those flash backs . Do you remember when the guys come get him at the den ? And he goes out the back ?

  7. Just some clarification on things and pointing out a glaring error that not everyone notices.
    The later time period scenes are not the 80s, but the late 60s. The later time period is all Noodle’s imagination in his opium dream serving as turmoil and catharsis for yes his betrayal of his friends and raping his childhood love.

    Yes, that building behind noodles at the garbage truck scene is made with Oriental Architecture(nodding back to reality of him being in the opium den). What happens to the person who resembles Max by the truck is implied in regards to the way the real Max died and Noodle’s exposure of that death. Max was burned and barely recognizable, in a way he never saw Max die, and he partially hasn’t accepted Max’s death, but his removal from the World and Noodle’s life is assured.

    And for the error. This will ruin this scene for you by the way because once you see it, it ruins the illusion of what the scene is conveying.
    Watch the truck scene again. Watch the ground under the truck, you can see the actor that resembles Max hop onto the platform on the truck that was used to hide the actor. Specifically, You can see his feet left of the rear wheels right as he’s hopping up. they should have positioned the platform farther back knowing they would need the rear wheels to act as full cover.

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