Released in 1984, Once Upon a Time in America was the final work of Sergio Leone, best known for Speghetti Westerns such as The Good, the Bad and the Ugly. This testament film marries the director's flamboyant, expressionistic style to a story full of profound melancholy and regret. Tracing the lives of a gang of Jewish hoods from their childhood in the New York streets of the 1920s, Once Upon a Time in America centres on the relationship between Noodles (Robert de Niro) and Max (James Woods) - an intense friendship destroyed by time, the shifting tides of political history, and mutual betrayal. This study details the film's genesis, its production history and its different versions, and considers it within the context of Leone's evolution as a grand cinema stylist. It illuminates his themes, his method and his aesthetic, and judges his impact upon subsequent generations of filmmakers the world over. Adrian Martin is film critic for The Age (Australia). He has won the Bryon Kennedy Award (Australian Film Institute, 1993) and the 1997 Pascall Prize for Critical Writing.