Once Upon a Time in America is a 1984 American epic crime drama film co-written and directed by Sergio Leone and starring Robert De Niro and James Woods. It chronicles the lives of Jewish ghetto youths who rise to prominence in New York City's world of organized crime. The film explores themes of childhood friendships, love, lust, greed, betrayal, loss, broken relationships, and the rise of mobsters in American society.
Based on Harry Grey's novel The Hoods, it was the final film of Leone's career and the first feature-film he had directed in thirteen years. The cinematography was by Tonino Delli Colli, and Ennio Morricone provided the film score. It is the final installment in Leone's Once Upon a Time Trilogy, preceded by Once Upon a Time in the West and Once Upon a Time... the Revolution. Although the initial critical response was mixed, it has since become more highly regarded by critics.