Once Upon a Time in America was the most hard-fought film of Sergio Leone's career. He turned his attention towards adapting Harry Grey's partially autobiographical mobster novel The Hoods at the very beginning of the 1970s, but a combination of rights issues, financing, and the sheer damn scope of the thing meant that 13 years had passed since Duck, You Sucker before the director premiered his seventh and final credited feature in 1984. That's a practically Malickian gap between features; for comparison, only 12 years separated Duck, You Sucker from Leone's first, uncredited work as a director on The Last Days of Pompeii.

The result is certainly grand, a recreation of three different periods in New York's history that serves as the backdrop for a story of friendship, loyalty, success, violence, and love. That it was meant to be the culmination of Leone's career is obvious from the title, a clear echo of Once Upon a Time in the West, and when we recall as well the fact that Leone favored Once Upon a Time... The Revolution as a title for Duck, You Sucker, it turns into the final act of a trilogy detailing how history is born of blood and corruption, though to be honest I can't say that the link between the three films is nearly as obvious to me as Leone apparently thought it was.

I will confess to finding it a whole lot of effort in the service of not very much - Once Upon a Time in America is handsomely mounted beyond a shadow of a doubt, but as the final statement in the man's career, it mostly makes me think of how fantastic his Westerns were. Part of it, undoubtedly, is its awe-inspiring running time of 229 minutes, already a compromise from the director's preferred 269-minute cut* and a solid hour and a half longer than the 139-minute version that premiered in the US to befuddled criticism that the movie made no damn sense (the rest of the world got to see the 229-minute version right from the get-go). It doesn't "not" earn that running time - I'd rather re-watch Once Upon a Time in America right this second than the 20 hours of Ben-Hur ever again - but a whole lot of that not-quite four hours is given over to atmosphere and making sure the plot has plenty of room to breathe; which I favor in principal, though in this case there are a few nips and tucks that couldn't possibly have hurt the thing overly.

Put simply, this is the story of David "Noodles" Aaronson (Robert De Niro), who as a young teenager on the Lower East Side in 1923 (played in this setting by Scott Tiler, a remarkable approximation of a young De Niro) formed a gang with four of his friends and went to prison after avenging the death of one of his own at the hands of the established mobster they were hoping to supplant. Ten years later, Noodles is released to find that his buddy Max (James Woods) has built quite a crime empire in the meantime, and there's a space for Noodles in the gang right where he left it. He settles himself back in and enjoys the life of a successful gangster in the waning days of Prohibition, reconnecting with his childhood flame Deborah Gelly (Elizabeth McGovern as an adult, first-time actress Jennifer Connelly as a kid), and helping to worm the gang's way into the life of union activist James Conway O'Donnell. At some point, though, everything goes sour - and I won't say what, on account of we know long before it happens that it's going to happen, for a healthy portion of the movie takes place in 1968, where an aging Noodles returns to New York City for the first time in decades on business that he himself doesn't quite understand, though it has called to mind memories of his three comrades, all of whom died back in 1933.

The most fascinating element of the script (which was the product of six Italian writers including Leone, before Stuart Kaminsky came along and rendered the whole thing in English) is, to me, its chronological dislocation: there are two primary ways to understand the narrative flow and neither one of them involves the film proceeding in a straightforward way. We might call these the "memory" camp and the "hallucination" camp; in the first, 61-year-old Noodles, in 1968, is recalling his life in a more-or-less ordered way with a few significant exceptions; in the later, 26-year-old Noodles is recalling a muddy version of his past and imagining or dreaming or pre-visioning his future from an opium den later in the day of the Event that killed his three friends (I prefer the latter - the structure of the opening and closing scenes all but demand it, and in particular the opening scene doesn't "fit" if the fixed point in history we're proceeding from is meant to be 1968, though it could be countered that what Leone is doing is depriving us of any fixed point in history, making the film's chronological ambiguity even more complete). In both cases, the story is filtered through the perceptions of a wholly unreliable narrator, which is, to me, the second-most fascinating element of the script: it is an act of personal myth-making, in a genre which is frequently and not unreasonably criticised for mythologising sociopaths and brutes and the worst sort of criminal (i.e. The Godfather and the way it makes us sympathise with the objectively evil Vito Corleone). Or for that, matter, in contrast to Leone's own act of myth-revising in his Westerns, which are collectively as guilty as any movies ever have been of turning violence into poetic abstraction. Once Upon a Time in America is, in a foggy sort of way, a counter-myth that attacks the nostalgic, honorable gangsters of pop culture since the '30s as the self-serving invention of thieves and murders. I say "foggy", because the movie itself doesn't necessarily insist on this reading.

What is undeniable is that the film is considerably less abstract than any of Leone's Westerns: between Carlo Simi's obsessively detailed sets and Gabriella Pescucci's costumes, the film takes place in an unambiguously solid world, as compared to the indifferently-defined desert of even the historically-anchored Once Upon a Time in the West. Even something as simple as the film format locks the movie into a grounded reality: this is the only one of Leone's films composed in the 1.85:1 aspect ratio, and the difference is profound. Techniscope, the preferred format of his glory days in the Western genre, is for vistas and sweeping grandeur. Normal old spherical film processes are too boxy and contained - the hard juxtaposition of panoramas and merciless close-ups that were one of the cornerstones of Leone's aesthetic is simply impossible in this ratio: you don't get the same size of the landscape on the one hand, and you can't focus on just the eyes on the other.

There are still close-ups, of course, and still wide shots: perhaps the most indelible image in the picture is a wide shot of the gangsters as children running across a city street, the Brooklyn Bridge looming in the background. Tonino Delli Colli is still on hand to shoot and light the thing, and that counts for a great deal. And with Ennio Morricone providing yet another score, there was certainly not going to be a complete absence of the old-fashioned epic: in fact, after The Mission, this is his most unashamedly sprawling and overtly beautiful score of the 1980s, a swoony concoction of Romantic strings with a single persistent flute melody in a piercing minor key to remind us of the man who years earlier had turned the sun-baked desert into rattling, urgent music.

But it is still primarily an intimate movie, and this intimate focus makes certain demands for more refined characters. I do not know that the film lives up to this, despite the best efforts of an ace cast: De Niro acquits himself well without ever making us believe that he's Jewish (and the film is oddly insistent on pointing out, frequently, that this is a Jewish mob), with best-in-show honors going to Connelly and McGovern playing the two ages of Deborah (like De Niro/Tiler, and indeed everyone else, the casting agent did a magnificent job of matching up people with the right look). It's just as well that the best acting in the film comes in the form of a woman, because outside of that nicety, Once Upon a Time in America is a massively distressing film: Leone was at all points an exceptionally masculine director, but he goes a bit overboard in this case. Noodles rapes not one but two women - the second one presented with a galling lack of shame as a tragic event for him, because it means he loses his one true love. The other woman turns out to be a nymphomaniac of some manner, played with impeccable blandness by Tuesday Weld, and the only other female character of any importance is a teenage whore who turns into a jolly middle-aged whore who brags about being fat. The simple answer to all of this is that the film is entirely aligned to Noodles's perspective, and in his mind, all women are whores, and his rape of Deborah is a bitter loss to him. Which is a fine point to make, but it's not clear that the movie really cares if we make it or not: insofar as we are meant to understand that Noodles is a dysfunctional person, it's because of the violence in his life, not the casual sexism and misogyny, and Leone appears to be either unaware or unconcerned that he's allowed such a pervasive and ugly current into his movie.

But I was referring to, was I not, the film's intimacy with its characters: following along as Noodles and his friends grow up and inhabit their lives first as children, then as young adults with too much money. It's for this reason that the film had to be almost four hours long, I gather: to relax us into the world of the characters and let us see them at length so we get to know them as the old friends that they feel like. It works, as far as that goes, though I still thing a three-hour Once Upon a Time in America could accomplish the same goals. But no matter. The film as it exists is a good, solid, beautiful-looking piece of myth and counter-myth, and it certainly has the weight of a Final Statement. It ends Leone's career in as satisfying a way as it was likely to end, I guess, and while it strikes me as a bit too chilly and fussed-over, though I find the encomiums of its most urgent fans rather perplexing - if it does anything that The Godfather, Part II didn't do better, I'm at a loss to explain what that might be - it cannot be doubted that all of the ambition shows up onscreen. It is one hell of a monumental movie, in every sense of that word, for better or worse.

*A cut which is expected to finally see the light of day in 2012. EDITED TO ADD: This sort of happened. The 2012 restoration brought the film up to 250 minutes, with Martin Scorsese (sponsor of the restoration, through the Film Foundation) claiming he believed the rest of the film was still salvageable.