Once Upon a Time in America was initially released in the US as a 2 1/4-hour, brutally studio-edited version of Sergio Leone's 3 3/4-hour masterpiece. The attempt to organize Leone's epic chronologically was devastating, losing the functions of memory and history that were key to the original film's epic structure. The film ranges from nostalgic to tragic, with healthy amounts of comedy, drama, and romance. Spanning five decades in the lives of two men, played by Robert De Niro and James Woods, the sprawling story, which moves fluidly among 1922, 1933, and 1968 on New York City's gangster-ruled Lower East Side, is memorably conveyed through flashbacks, flash-forwards, dreams, and fantasies. Driven by themes of guilt, honor, betrayal, and redemption, Leone makes clever use of aural and visual cues to dissolve time frames. The determined and languid pace, the byzantine non-linear plot structure, the lack of a nerve-calming voice-over narration, and the decidedly anti-heroic qualities of the leads create a complex and ambiguous gangster story without a pat conclusion. The sooty cinematography matches the grimy nature of the people and places, while the soundtrack by Ennio Morricone is appropriately haunting. Both DeNiro and Woods are predictably watchable; Woods has the flashier role, but DeNiro's is more emotionally complex. This is Leone's gangster film to end all gangster films, a work of tremendous intellectual depth and emotional range.