Sergio Leone's best known for his revisionist, yet slightly romantic, depictions of the Old West. It makes sense, as only *two* films in Leone's entire filmography weren't Westerns. This film, Once Upon a Time in America, would be one of those films, and it proves to be one of Leone's best. Though I personally prefer The Good, The Bad, & The Ugly, this film is so amazing that I couldn't help but place it in my top five favorite films. It's simply an incredible, and is an example of everything great about cinematic films - great characters, a wonderful score, brilliant visuals, and emotionally-investing themes and symbolism.

In the film, we follow a group of boys, particularly "Noodles" and Max, as they rise from poverty-stricken families to powerful and influential mobsters during the early 1900's. From diamond heists to illegal alcoholic exchanges during the Prohibition, the boys do whatever they can to rise up in the ranks as they go through life and all of its struggles.

This film is completely character-driven, so don't expect too much in terms of plot or storyline. This is FAR from a bad thing, though, because of how mesmerizing the entire cast is. From Noodles, our torn main character, to the corrupt gang lords such as Frankie, the characters truly make this film as marvelous as it is. The characters are just completely engrossing, flaws and all, and it's an emotional treat to get to know these great/well-developed characters. This emotional investment is key to the overall experience, as it makes the "fall from grace" of these characters all the more heart-wrenching. Once we've seen these characters come so far, it becomes difficult to watch them change so horribly. For instance, Noodles is very hesitant about murder during the beginning of the film, but eventually becomes used to it as the film goes by. Even when we begin to despise these characters' actions, we still can't help but feel sympathy for them - especially during the melancholy scenes that take place during the late 1960's. The film's characters and story are quite dark, but in a very beautiful and melancholy sort of way.

Visually, the film's complete poetry. Any film could have actors walk from place to place, but even the movement of these characters seems stylized in Leone's personal way. With huge wide shots, close-ups, and more, the film's completely amazing in its use of cinematography. One great scene, for instance, would have to be where Noodles meets up with "Fat Joe" for the first time in years. The film doesn't need any dialogue whatsoever, as the mood is completely set through the use of lingering visuals and moving music.

Speaking of music, the film's score is absolutely beautiful. Provided by the genius that is Ennio Morricone, the score is wonderful in every way and the music fits the film like a glove. Just as with the other aspects of the film, it's dark, beautiful, and peppered with layers of nostalgia. New to Leone's films is the presence of licensed songs, such as "God Bless America". Leone had never liked working with licensed work before, but it's used spectacularly here.

As for the film's pacing, it's just perfect. Though you can feel the film's long runtime of four hours, everything in the film is so captivating that the long runtime is easily forgotten. From the grand characters to the rich visuals, nothing in the film could be considered dull or boring and the slow, dream-like quality of the pacing is breathtaking.

The word "epic" fits Once Upon a Time in America in every way. The film's perfect in every way - characterization, visuals, pacing, music, etc. I love everything about this movie, and the film's chock-full of a variety of themes. The corruption of youth, love, lust, greed, power, friendship, betrayal, loss, guilt, nostalgia, forgiveness, and more. It's a film that's just as dark as it is beautiful. Though it's sadly Leone's last film, the director certainly went out with a bang.