Once Upon a Time in America is a 1984 Italian 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.
During the filming of Once Upon a Time in the West, Sergio Leone read the novel The Hoods, by Harry Grey, a pseudonym for a former gangster-turned-informant whose real name was Harry Goldberg. Leone was intent on making another trilogy about America. He turned down an offer from Paramount Pictures to direct The Godfather to pursue his pet project.