Once Upon a Time in America

In the 1930s, three thugs search for a man named "Noodles". Noodles is drugging himself in an opium den with a newspaper next to him featuring the death of bootleggers Patrick Goldberg, Philip Stein and Maximilian Bercovicz. He recalls the police removing their corpses, one burnt beyond recognition. Noodles evades capture and leaves the city.

In 1918, David "Noodles" Aaronson leads a gang of his three friends—"Patsy" Goldberg, "Cockeye" Stein and Dominic—performing jobs for local gangster Bugsy. They meet Max as he foils one of their robberies but has the booty stolen from him by corrupt police officer Whitey. Max joins their gang, and they blackmail Whitey to get the same police protection as Bugsy.

The gang becomes successful liquor smugglers. They deposit their earnings in a locker, giving the key to a trusted friend, Moe. Noodles is in love with Moe's sister Deborah, who dreams of becoming a dancer. Due to his socialization as a gangster, Deborah sees no future for their love. Bugsy, now a rival, ambushes the gang and fatally shoots Dominic. Noodles kills Bugsy and is sentenced to prison.

When he is released a decade later, Noodles rejoins his gang. During a diamond heist, they use jewelry employee Carol as their informant. She goads Noodles into hitting her, after which he rapes her; she soon becomes Max's girlfriend. Noodles realizes that the heist was commissioned by a syndicate figure to eliminate competition. This leads to tensions between Max and Noodles, the latter seeking independence. The gang provides protection for Teamsters' union boss O'Donnell, during the course of which they exchange newborns at a clinic, punishing the head of police, whose wife has just given birth to a boy at that clinic. This results in the police withdrawing their actions against striking workers.

Noodles takes Deborah on a lavish date. When she reveals her plans to pursue a career in Hollywood, he snaps and rapes her. As she departs the next day, he attempts to catch a glance of her sitting on the train, but she avoids eye contact.

The repeal of Prohibition forces the gang to look for alternative activities. Max suggests a New York Federal Reserve Bank heist, which Noodles and Carol deem too risky. Carol convinces Noodles to inform the police about a lesser offense, hoping brief incarceration will cool off Max's ambition. After Noodles calls the police, Max knocks him out. On regaining consciousness, Noodles learns that Max, Patsy and Cockeye have been killed by the police during the heist, as established at the beginning of the film. A guilt-ridden Noodles hides in the opium den. During his subsequent escape, he realizes that the locker money has disappeared.

In the 1960s, after receiving a letter indicating that his identity has been uncovered, Noodles returns to Manhattan for the first time since the 1930s, seeking to find who is responsible. He learns that the bodies of his three friends have been relocated to Riverdale. He visits their mausoleum in Riverdale and finds a key to a railway locker.

The locker reveals a suitcase full of money, stated to be the advance on his next job. Noodles learns of the corruption scandals around Senator Christopher Bailey and visits Carol in a retirement home run by the Bailey Foundation. She tells him that Max manipulated them into tipping him off to the police and that Max opened fire first, wishing to die young.

In a memorial photograph, Noodles spots Deborah, who has become a major actress, and he starts to suspect a connection between Deborah and Bailey. He tracks down Deborah and visits her, telling her about his invitation to a party at Bailey's mansion, and challenging her to tell him about the mysterious job, as well as the identity of Bailey. Deborah admits to being Bailey's lover and begs Noodles to leave the city before facing hurtful revelations. Ignoring her advice, Noodles leaves her after seeing Bailey's son, who resembles Max when he was younger.

Noodles meets Bailey, who turns out to be Max. Noodles learns that Max faked his death, stole the gang's money, and reinvented himself as a self-made businessman. He also made Deborah his mistress, thus robbing Noodles of everything that he had. Faced with ruin due to the corruption scandal, Max reveals that he is behind the mysterious job, which is for Noodles to kill him. Noodles refuses. As Noodles leaves the estate, a garbage truck passes, and a man, presumably Max, walks toward Noodles until the truck passes between them. Noodles sees the truck's auger conveyor grinding garbage, but the man is nowhere to be seen.

In the 1930s, Noodles comes back to the opium den. He smokes a pipe and smiles.