Once Upon a Time in America is a 1984 epic crime film directed by Sergio Leone and starring Robert De Niro and James Woods. It is a loose adaptation of the novel The Hoods by Harry Grey. The film tells the story of four Jewish-American gangsters in New York City's Lower East Side, from their childhood in the early 1920s to their rise and fall as gangsters during the Prohibition era. The film begins with David "Noodles" Aaronson (De Niro) returning to New York City after 35 years in exile. He is haunted by the ghosts of his past, and the film then flashes back to his childhood, when he and his friends, Max Bercovicz (Woods), Patrick "Patsy" Goldberg (Joe Pesci), and Philip "Cockeye" Stein (Burt Young), were petty criminals on the streets of New York. The four friends eventually form a gang and become in...