color photos Sergio Leone, maestro of the spaghetti Western, spent sixteen years developing what was to be his final work-the gangster epic Once Upon a Time in America (1983). This "testament film" has a special place in Leone's oeuvre because it marries the directors typically flamboyant, expressionistic style to a story full of profound melancholy and regret. Tracing the lives of a gang of Jewish hoods from their childhood in the New York streets of the 1920s, through Prohibition and union racketeering, to the 1960s, Once Upon a Time in America centers on the relationship between Noodles (Robert De Niro) and Max (James Woods)-an intense friendship destroyed by time, the shifting tides of political history, and mutual betrayal. As well as detailing the film's genesis, its production history, and its different versions, this study considers Once Upon a Time in America in the context of Leone's evolution as a grand cinema stylist. It illuminates his themes, his method, and his aesthetic, and judges his enormous impact upon subsequent generations of filmmakers the world over.