"Crime, passion and lust for power."
Director: Sergio Leone
Cast: Robert De Niro, James Woods, Elizabeth McGovern, Treat Williams, Tuesday Weld
Once Upon a Time in America — Movie Quotes
Memorable Quotes
What have you been doing all these years?
Context
This exchange occurs in 1968, shortly after Noodles returns to New York and visits his old friend Fat Moe's bar for the first time in over three decades. It is the beginning of Noodles' journey back into his past.
Meaning
This question from Moe to Noodles encapsulates the 35-year gap that is the central mystery of the film. Noodles' simple, poignant reply—"I've been going to bed early"—speaks volumes about the quiet, anonymous, and guilt-ridden life he has led in self-imposed exile. It's a statement of profound emptiness and regret.
You'll be carrying the stink of the streets with you for the rest of your life! / I like the stink of the streets. It makes me feel good. And I like the smell of it, it opens up my lungs. And it gives me a hard-on.
Context
This conversation takes place when they are young men, discussing their future and ambitions within the world of organized crime.
Meaning
This dialogue perfectly illustrates the fundamental difference between Max and Noodles. Max despises their origins and is desperate to escape them, seeing the streets as something to be overcome. Noodles, in contrast, embraces his identity and finds a sense of vitality and belonging in the world they come from. It foreshadows their eventual conflict.
Many years ago, I had a friend, a dear friend. I turned him in to save his life, but he was killed. But he wanted it that way. It was a great friendship. But it went bad for him, and it went bad for me too.
Context
Noodles says this in 1968 to Secretary Bailey (the older Max) before he recognizes him. He is explaining why he cannot accept the contract to kill Bailey, unknowingly narrating the story of their betrayal to the betrayer himself.
Meaning
This is Noodles' summary of his entire life's tragedy, delivered to the man he doesn't yet realize is the friend in question. It's a statement laden with irony and pathos. He expresses the profound guilt that has defined his existence, while simultaneously justifying his actions as an attempt to save his friend. It is his truth, the story he has lived with for 35 years.
Nobody's gonna love you the way I loved you.
Context
Noodles says this to Deborah in the back of the car after their disastrous date, just before he violently assaults her. It's a moment that shatters any romantic illusion and seals their separation forever.
Meaning
This quote, spoken to Deborah, reveals the depth of Noodles' possessive and ultimately destructive love. It is both a declaration of his profound feeling for her and a curse, highlighting his inability to let her go or to love her in a way that doesn't seek to control her. It underscores the tragedy of their relationship, defined by his inability to escape his violent nature.
Explore More About This Movie
Dive deeper into specific aspects of the movie with our detailed analysis pages