This Godfather-type film was done by Sergio Leone, of spaghetti-western fame, so you know you will see and experience several of his trademarks. Namely: (1) a lot of facial closeups; (2) some slow-motion or slow-moving dramatic scenes; (3) good overall photography and (4) a unique soundtrack.

The period sets here are magnificent. You get a real feel of the time, whether it's 1910, 1933 or 1967. The colors are awash in blacks, browns and grays and the DVD brings all these out very well, especially considering the film is over 20 years old.

Despite some of Leone's slow moments, this is a fascinating film to watch for the story, too. There are numerous memorable scenes, some of them involving some downright shocking violence, even for today's movies. However, the amount of violence is less than what you see today.

The movie also sports an interesting twist near the end involving the two major characters, played by Robert De Niro and James Woods. The story is not always clear, either, so be prepared to be possibly confused about a few things....at least on the first viewing. Confused or not, this film always is fascinating to view, especially with intense actors such as the two men just mentioned, along with Elizabeth McGovern, Tuesday Weld, Joe Pecsi, Burt Young, Treat Williams and more.

The child actors in here take up almost half the movie and are excellent. What an injustice they don't receive any publicity for their acting, especially the kids who played De Niro and Woods as youngsters. One of the girls has become a famous adult actress: Jennifer Connelly. She was 12 years old in this film and was already alluring.

This is Godfather-type crime movie that ranks right up there with that famous film, not taking a back seat to it at all.

Sergio Leone's last film is a belter (and, for my money, his best since "The Good, the Bad and the Ugly").

Famously butchered into chronological order for it's original US release, this flawed masterpiece has an extraordinary flashback structure that spans half a century.

Beginning in 1920's New York, the film depicts four boyhood friends and their journey from petty street crime to gangsterism. The the dramatic centre of the film is the relationship between Noodles (played as an adult by Robert De Niro) and his relationship with his friend and rival Max, and the beautiful but out-of-his-league Deborah.

The childhood scenes in turn-of-the-century New York and poignant and beautiful. Leone takes the time to explore the milieu in which the boys live. They live in poverty, with crime and corruption an everyday part of live, and they use their wits to earn a living. They are also sexually precocious, and there is a bizarrely moving scene where one of the boys devours the cream cake he was going to use to secure a sexual favour. The way in which he hesitantly steals a dollop of cream and reties the parcel, before abandoning hope and scoffing the lot, is strangely touching.

This sexual undercurrent pervades the film, and soon mingles with the violence in some harrowing scenes of rape. The defining moment in Noodles' relationship with Deborah is when, as an adult, she snubs his romantic advances and says she is moving to Hollywood. He rapes her in a prolonged and disturbing scene, but it is clear from the aftermath that this is not a "victory" for him but an abject failure - he has demonstrated at last why he has never been worthy of her. In the next scene, where he races to the train station to catch her before she leaves town, she pulls the shutters down on him and this is when his life falls apart.

Equally key is the relationship with Max. In their first encounter they are rivals, then they develop a strong but uneasy friendship. Noodles is the ostensible leader of the gang, but Max slowly assumes control and it becomes clear by the end that Max has been pulling the strings all along.

The plot is propelled by both the rise of the gang (told through flashback), and also the unfolding mystery (told in the 1960s) of what happened to each of the character's and their haul of money. But the relationship between Noodles, Max and Deborah is the emotional heart of the film.

Robert De Niro is amazing as Noodles. There is a scene in which he does nothing other than stir his coffee for over a minute, and the menace he generates is absolutely palpable.

With a superb supporting cast (Tuesday Weld, Joe Pesci, Danny Aiello), wonderful cinematography and one of Ennio Morricone's best scores, this is a classy production from start to finish.

The film does lose its way towards the end, and there is an under-explored (and apparently heavily cut) subplot with Treat Williams as a trade unionist which serves mainly to confuse. The ending is notoriously obscure and open to interpretation.

As a gangster film, it is equalled only by "The Godfather" (parts I and II) and "Goodfellas". Poignant, funny, moving, and at times horrifically violent, "Once Upon a Time in America" is a film with enormous dramatic range.

An incredible film, very emotional coming with an astonishing acting especially from De Niro. The pictures are full of meaning and make you want to be there. Sergio Leone achieved to depict the mysterious and dismal atmosphere of the story. Additionally I need to thing for long time so that to find the right word for the soundtrack, It's just an unrepeatable one. I can easily say that this film is a masterpiece from all aspects.