Once Upon a Time in America (1984) Script

Land that I love Stand beside her And guide her through the night With a light from above From the mountains To the prairies To the oceans white with foam God bless America My home sweet home God bless America Land that I love Stand beside her And guide her Through the night With a light from above From the mountains To the prairies

To the oceans white with foam God bless America My home sweet home From the mountains To the prairies To the oceans white with foam

God bless America My home Where is he? Where is he hiding?

I don't know. I've been looking for him since yesterday.

Aah! Oh.

I'm gonna ask you for the last time. Where is he?

I don't know.

What are you gonna do to him?

You stay here in case that rat shows up.


Who you protecting, you dumb asshole?

A stoolie who rats on his own friends?

They were your friends too.

I got it. You wanna end up like that bitch, huh?

At Chun Lao's. Chinese theater.

You stay here with this barrel of shit.

Noodles. Noodles. Noodles.

Uh- -

Easy, easy....

This way. Hurry!

There down. Mott Street. Go. Go. Go.




Untie me.

Stay that way. No, stay. I want them to know I did it.

Where you going? I'm gonna go get Eve.



They- - They already been there.

Do you need anything?


I got more than I need. Yeah, it's all yours now.

Where to?

Sir, where do you want to go?

Anywhere. First bus.


One way.

That'll be $1.20.

I wanna rent a car.

Would you fill this out, please?

Go, go. Go ahead, shoot the dice, man.

Shoot the dice. Shoot the dice. Shoot the dice.

That's right. That's right, man. That's right.


I brought back the key to your clock.

Lock the door.

When did you get back?

Today. Why?

They got in touch with me. Who?

I thought you might know.


I don't know nothing about nobody no more.

You gonna offer me a drink?

Yeah, forgive me. Sure. Of course.

Please sit down.

Who's Robert Williams?

I am.

"We wish to inform you that following the sale of the Beth Israel Cemetery...."

Yeah, the synagogue sent these out if you wanted to relocate your loved ones.

I got the same letter on account of my father.

Only the synagogue didn't send that. I got that last week.

The rabbi told me he sent those out about eight months ago.

Yeah, that's right. That's just about when I got mine.

So, what else did he say, the rabbi?

He said that I was lucky. The bodies of Philip Stein...

...Maximilian Bercovicz, Patrick Goldberg were already spoken for.

And they were up in a very fancy cemetery in Riverdale.

What's this all mean?

It means...

..."Noodles, though you've been hiding in the asshole of the world, we found you.

We know where you are."

It means...

..."Get ready."

For what?

That's the one thing it didn't say.

What do you think?

I think the answer's here. That's why I came back.


I moved everything in here.

I had to sell the house, the backroom.

You know, I always thought you might have helped yourself to that million bucks.

But now I know.


You're on your ass worse than ever.

But I thought it was you who- -

No, you thought wrong.

The suitcase was empty.

Then who took it?

That's what I've been asking myself for 35 years.

If it bothers you, I can sleep here.

You can have my room. No. It's okay.

How's your sister? I ain't seen her for years.

She's a big star now.

We should have known, huh?

You can always tell the winners at the starting gate.

You can always tell the winners, and you can tell the losers.

Who would've put a penny on you?

I'd have put everything I ever had on you.

Yeah, and you would've lost.

Well, you're beat. Good night.

Good night, Moe. Thanks.

What have you been doing all these years?

Been going to bed early.

Deborah, Papa says you should help.


We've got customers all over. We can't do everything.

Try. I've got my elocution lessons.

Fat, you better spray the toilet. I saw a cockroach in there.


Sorry, I can't make it today. See you tomorrow.

Okay. Bye. Bye.

Sorry, Fats.

Noodles! Bugsy's got a job for us.

Hurry up. He don't wait.

Who you calling a cockroach?

So, what are you? You're filthy, you make me sick.

You crawl up toilet walls just like a roach. So, what are you?

Let go!

I make you sick, huh? Then how come you showed me your tush?

Hm. To a roach.

Go look at yourself, David Aaronson.

She don't leave me alone, I'm gonna give her what she's asking for.

What's Bugsy want? We gotta wake up a deadbeat.

That schmuck at the newsstand didn't pay.

Here's your money, sir.

It's beautiful.

Ha-ha-ha. Look at it, it looks great! Wow!

Come on, guys.

Come on, come on.

Now make up your mind.

Noodles, let's take the dollar. Yeah.

Skip, here you go.

That one.


Hey, Sam, I'll see you next Thursday.

That one. Hey, and bring your wife along.

Are you nuts?

Bugsy said we could take the dollar or we could roll the drunk.

Yeah, but he ain't even drunk yet.

We'll wait.

Well, you roll that one over there. What's to roll? He drunk it all.

Bounce that little shikker.


It's Fartface.


We should've took the dollar.

Could've had 10 hot corned-beef sandwiches on poppy-seed rolls.

Look, the wagon will hide us from Fartface. Get ready!

Now! Throw your jacket over him.

Hey, mister, you sick? Aw, poor guy, you'll be okay. Come on, I'll help you.

Come on, up you go.

Now, you're worse than my Uncle Nathan.

Why do you want to get soused? You can't even walk. I'll take you home.

Go, Mama.

Stop right there. Hey, you! Yeah, I'm talking to you.

What the hell are you kids doing here?

What are we kids doing here? We're getting it up the ass.

Yeah, getting screwed. Is there a law against it?

Can you spare a dime for pisherkehs that just got it up the ass?

Come on, get out of here. Come on, get off the street.

Go on, get out of here. Get off the street.

Go ahead. And don't come back.

I don't want to ever see you here again. All right?

Hey, stop by for you later.

Yeah, but knock here on the john first.

My old man's praying, and my old lady's crying. And the light's turned off.

What the hell should I go home for? At least in here I can read.

Where are you going? Mama, don't get worked up.

You got pots to clean.


I'll be right back, Ma. I gotta go to the can.

Hi, Peggy.

At least you could lock the door.

Don't you like it?

I've seen better.

You seen lots? How many you seen?

I'll tell you how many. None.

Let me see yours.

Looksies, no feelsies.

Peggy. Peggy, I- - I- - I- -

I want- -

You like it, don't you? Not for free, I don't.

You bring me a charlotte russe with whipped cream, then you can do anything you like.

Tomorrow. I'll bring it to you tomorrow.

I'll bring it tomorrow. Look, I don't give credit.

I promise. I promise.

You better stop squeezing me, or I'm gonna poop in my pants.

Well, are you getting out?

Come on, come on.

Give me six copies.

Drop your pants and I'll stick it to you again.

What do you mean, "again"? That's a long story.

And look what time it is.

It's already 6:34. And I gotta go.

Boy, I got a lot of work to do.

Hold it a minute.

Now it's 6:35. And I ain't got a damn thing to do.

Just you wait, asshole. I'll do something with your time.

Wait! Hey!

Since we're talking about time...

...it looks like you're gonna break that lamp at 6:36.

Where'd you pinch this? It's mine.

Prove it. I gave it to him.

Oh, yeah?

Who the hell are you?

Where you from? The Bronx.

And you give away watches?

He's my uncle.

And who gave it to you? My Uncle Nathan.

My little brother.

Tell your uncle to stop by the precinct.

He's dead. Alcoholic.

In Kishnev, Poland.


Then he don't need it no more. It's been requisitioned.

Requi- - What's that mean? Pinched, by him. At 6:37.

Just remember, I got my eye on you two.

I got my eye on you too.

Take it! Take it! Take the lamp off. I can't hold it.


Who's this?

My uncle.

That one. With the cream. The 5-cent one?


For the twopenny one she only gives you a hand job. I can do that myself.

Not that one!

That one.

You sure?

Wrap it up pretty.

Good morning. Peggy home?

She's taking a bath.

That's great. Would you tell her I'm here?

Hey, Ma. Another bucket of water.


What do you want? Me?

Mama said you were looking for me. Oh, ye- - No. The guys told me that- -

What? I'll come back some other time.


Noodles! Noodles! Noodles!


Did you get it?

His asshole blinked, but we got him. Nice going, Fartface. And on duty too.

Heh. Uh, ha, ha. You boys caught me with my pants down that time. Heh, heh.

No, we caught you with your schmuck up the tuchus of a minor.

Scram. Put this someplace safe. That's all right. Ha, ha. Hey, hold it!

Where you going? Stop! Hold it! Wait a minute!

Hey, you, stop! Hold it.

What are you gonna do with that plate? Depends. What time is it, Max?

I think it's time we got our watch back.

Okay, boys, we're even. The hell we are.

You'll be collecting your pension before we're even.

Hiya, fellas.

What do you boys want?

First off...

...you're paying Peggy for us. Ha, ha.

Okay. That's it?

Go ahead while I tell him.

Ha-ha-ha. I can't believe it. My first time, and a lousy cop's paying for it.

Look, what else do you kids want for that plate? Huh?

Noodles was telling me about a guy called Bugsy.

Seems he's boss of this neighborhood, thanks to you.

Meaning what? Meaning he pays you off.

Will you slow down? What is your hurry? Take it easy.

If you keep this up, you're gonna come too fast.

Do you see what I mean? You're so stupid. I can't believe it.

So why does Bugsy pay you? What do you do for him?

I close an eye once in a while. Well, now you close an eye for us.

Why? What are you kids up to?

He'll tell you.

Me, him, Cockeye and Patsy, we're working together.

Bugsy'll flatten you.

Besides, I don't put up with no trouble on my beat.

You'll put up, and you'll shut up. You hear nothing, and you see nothing.

Just like you did for Bugsy.


Aw, don't get upset. That makes it worse. It can happen the first time.

It's them two talking out there. Can't you see you're ruining the mood?

We made our deal.

So take a walk. Come here, honey.

Feel good, bubeleh? Ha! He'll never get it up.

Relax. Okay. Calm down, calm down.

Okay. Okay, come here.

I'm glad the baby's better.

Happy Pesach, Deborah. Happy Pesach, Becky.

Hurry, Tata. We're gonna be late.

Oh, there's Deborah. Oh Tata, Sorry I'm late. Mama needed help.

Good girl. I just locked up, and I'm giving you the keys.

I thought I'd just practice my dance routines. That's all. All right?

Debbeleh, make sure you don't let the goyim in.

Okay, bye. See you later, Debbie. Bye.

Get down off of there, roach.

That record's just like Ex-Lax.

Every time I put it on, you have to go to the bathroom.

What are you doing?

Give me a drink. We're closed.

Nice people don't drink on Pesach. They go to the synagogue.

So, what are you doing here?

Somebody's gotta keep an eye on the place.

There are a lot of little thieves out there. One of them could get into your house.

Especially if you leave the door open.

You can pray here too.

Here or in the synagogue, to God it's the same difference.

Come over here and sit down.

"My beloved is white and ruddy.

His skin is as the most fine gold.

His cheeks are as a bed of spices."

Even though he hasn't washed since last December.

"His eyes are as the eyes of doves.

His body is as bright ivory.

His legs are as pillars of marble."

In pants so dirty they stand by themselves.

"He is altogether lovable."

But he'll always be a two-bit punk...

...so he'll never be my beloved. What a shame.

Somebody's there.

There ain't nobody.

It's Max.

Ah. So that's who it was.


Go on, run. Your mother's calling you.


Just gonna go see what he wants.

Hey. Yo.

You been here long? No.

Were you in there?

You're one lousy kisser.

I seen you go in there after that ball-buster.

Here's the stuff from last night. We got 4 for the silverware, 6 for the typewriter.

Shitsy Lipschitz wouldn't cough up any more. We gotta get somebody else.

I came to divvy up.

Tomorrow, with the others. I also came to pick you up.

I can't come right now. The houses, the stores are all empty.

We got our pick. You pick that.


Some partner I got. Have fun.

How's it going, boys?

Who's that?


I hear you guys are in business for yourselves now, huh?

I hear youse are doing real good.

Ain't you gonna introduce me to your friend here?

I'll introduce myself.

Excuse the glove.


Son of a bitch!

That's my cut.

You don't work for me, you don't work for no one.

I don't like bosses. Ha, ha.

You was better off you stayed in the Bronx.

It would have been better for you too.

I'm gonna kill him one of these days. Yeah?

Meantime it looks like he's killed us.

Deborah, open up the door.

Deborah, open up the door.


That stuff, is it ready for the club? We're loading it.

Eh. Che cazzo succede down here? Al, we got the big boys with us today.

They wanna work for us. Doing what Bugsy did. We want his job.

Do you get that? Ha, ha.

We the best escorts you ever gonna get.

A fangulo a ma, escort your mother's ass out of here.

Okay. Let's go, Noodles. We'll peddle your invention somewhere else, huh?

Hey, wait a minute.

What invention?

You ship your stuff by the river, right? Sometimes.

And when you get caught by the Coast Guard, you throw all the cases overboard.

You lose the whole shipment. So?

For 10 percent, we'll save it all for you.

What do you got, a submarine? We got salt.

You got what?

Salt. Me and the boys are rolling salts. Yeah. We need 3 tons of salt per shipment.

Get the fuck out of here. Go back to school where you belong.

What is it with all this salt?

Hey, hey, we got salt on our noodles. Show them.

This is full of salt.

All right, come here.

So? Keep your shirt on.

We gotta wait for the salt to dissolve.

Well? Hey, what's wrong?

Hey, look.

Hey. Wow!


Look at that! It's great.

Noodles. Look at it.

I see them! What did I tell you? Yeah.


Hey, Noodles. Hooray. Hooray for us!

We did it.

Come here, Max.

We did it. No, Max, no!





What would you do without me?


From here on, we establish the shared funds of the gang.

They belong to all of us together and to none of us alone.

And we solemnly swear to put in 50 percent of everything we make. Agreed?


Agreed. Agreed.


I wanna take another peek.

Announcing the immediate departure...

...of the Lackawanna Railroad, Hudson Valley Express, Poughkeepsie...

...Albany, Utica and Buffalo.

All aboard.

This goes to Fat Moe. We don't tell him what it's for.

And he gives it back only when we're all together.




Bugsy's coming! Run!


I slipped.

Bastard! Aah!


Wanna go in?


You a relative?

An uncle.

It's open.

"Erected to their everlasting memory by their friend and brother...

...David Aaronson, 1967."

Can I take that for you, sir?

Your limousine is waiting.


How are you, uncle? You're looking good.

You're looking a little better.

Come on. Better get you off the streets.

Some limousine. Ha, ha. What are you talking, huh?

We own the company now. It's a good cover. You'd be surprised. It pays off too.

My mother wrote me you was in the body-snatching business.

By the way, I appreciate everything you did for my family.

Forget it. It's your dough.

It's all down in black and white in the company books.

You're the company. You and Patsy and Cockeye. Gravediggers and equal partners.

Heh. Hey, enough of this, huh? Business before pleasure.

We got a rush job. Here.

Come here. Look at this. Come here.

Sudden death. Fucking tragedy, huh?

Twenty-six years old. Twenty-six?

What a shame. Great stiff. She died of an overdose.

And I'm ready for another. Ha-ha-ha.

Come on, Noodles. Pump the life into her. You didn't turn pansy in there, did you?

There you go.

Turning over in the grave. They do it every time.

Ha, ha. Don't worry. A pansy he ain't.

Thanks. You're welcome, Noodles.

Whoops. Uh, sorry.

Thanks. Good night.

Hey, you want a little pick-me-up? Oh, no, thanks. I've had mine.

Did you give her your all? What do you think?

Bet your life I did.

Wait till you see this place. Got the best....

It's over here.

Where we going? To a place that never closes.

Whoops. Watch yourself.

How's he doing? He's doing great.

What's this?

Our place. We got the hottest spot in town.

Eh? This is the real Fat Moe's.

Get rid of that rag, will you?

What do you think? It's beautiful.

Eh? You like it? Beautiful. Beautiful.

Hey, give me that.

Noodles. Look who's here. Patsy, look.

Come here, son of a bitch. Come here! Come here!

Patsy. Oh.

You look fantastic. Wait a minute.

How you doing?

Look how big you got. Me?

Noodles. Oh. Oh, God.

Noodles! Freight train, coming through.

Hey. Hey, come on. Hey, let's have a toast, for chrissakes.

You look like shit. What do you want? I just got out of prison.

Nice guy. Hey. Hey, Noodles, get a load of this.


Hey, Scotch heating.

Yeah, a buck a cup. Whoo!

A buck a cup? Yeah.

How much it cost us? Costing us?

Yeah. A dime, including overhead.

Hey, Noodles. Fat Moe. Oh. Heh.

You look terrific.

Look like you lost an ounce or two. You think I would lose hemorrhoids.

Can't recognize him without an apron.

L'chaim. L'chaim.

Welcome home.

What the fuck kind of maître d' are you?

New guy rolls into the joint, you don't even show him around.

Yeah. What's the matter with you?

I didn't know. Eh, Noodles, I'm sorry. You're some bunch of shtunks, you know that?

You don't come up and get me up there? He's the shtunk.

Shtunk? Yeah, shtunk.

He said you weren't out till Monday. You can get him the next time he gets out.

Ha-ha-ha. God forbid. God forbid.

Whoa! Whoa! Ha-ha-ha.

Come on, let's see if you can guess who it is.


Charlotte russe. With a little too much whipped cream.


Hey, you watch it, now. And my prices, they've gone up.

I work in a high-class joint now. And I get paid by the pound.


My Peggy, she's worth every penny of it too, my red-hot mama.

Come on, come on. Eh, eh, eh.

You fuck.


You've seen your old pals, now I want you to meet some new ones. Come on.

Peggeleh, I'll see you later. You gonna lay here all night or what?

Cockeye wanted to play with the band. I'm serious.

Come on.

Aren't you going to say hello? Hello.

Your brother's a real friend. He's a romantic.

Max tell you I was getting out today? Max? No.

You remembered yourself? No, Moe. It's always Moe.


You mean you weren't counting the days?

Of course I was. 4344, 4343.

I lost track at 3000.

That wasn't my choice. Yes, it was. It still is.

Well, anyway, did you come here to welcome me back at least?

I still live here. I was on my way out. Moe said I should at least say hello.

I hope Moe didn't have to bend your arm or anything like that.


Welcome back, Noodles.

Hey, Noodles.

You dancing?

Every night at the Palace Theatre.

I've made some progress since I used to dance here among the brooms and the empties.

You can come spy on me if you like. If you have time.

Every night.


Go on, Noodles, your mother's calling you.

It's good to see you again, Noodles.

My pleasure.

Did you get the wine? Dago Red. The best.

How you doing?

There they are. The four horsemen of the apocalypse.

Did you see that movie, Joe? It was a good movie.

Hey, Max, how are you? Good to see you.

Nice to see you.

This must be your friend Noodles. Noodles, say hello to Mr. Monaldi.

Hi, Noodles, how are you? I'm all right.

It's very nice to meet you. But you don't have to call me Mr. Monaldi like he says.

I like my friends and people I respect to call me Frankie.

Come on, sit down. Get some chairs and some glasses.

Sit down, relax. You're home now.

This is my very dear friend Joe.

He came all the way from Detroit to ask me to do him a favor.

And I wanna do it for him.

I don't have to tell you who Joe is, how far he got, or how far he's gonna get.

He's not only my dear friend, he's my brother.

Frankie, I'll tell you the truth. Even a Jew can't eat this shit.

I mean, the mustard doesn't even help.

These guys with you?

I told you these fellas are with me.

You could trust them. You're in very good hands.

Just tell them exactly what you want them to do.

Move some diamonds from Detroit. Kid stuff.

Why us then?

If it's kid stuff, why don't you have the kids from Detroit do it?

Excuse me, Noodles. What he means is that it's something that's very simple...

...but for now, he needs kids from outside to handle it.

He just found out they're gonna move these diamonds to Holland in a few days.

So it's something came up right away.

You understand?

Hey, Joe.

Tell these guys the story about, um, the pussy being insured. What is it?

Tell these guys how you stumbled on this whole thing with the jewels....

Oh. Come on. Tell them the story.

The pussy insurance. The insurance pussies. What is it? Tell them that story.

Life is stranger than shit, that's all. It's a pisser. No big story.

I got this insurance agent, this Jew kid named David.

This kid conned me into every policy in the world. Every policy, name it.

Dogs, house, wife, life, anything.

I'm drinking with the boys one night, he comes in with his wife...

...a pretty brunette with a nice ass who works for a jeweler.

And he's still on the hustle, this guy.

So I wink at the guys, I say, "Look...

...the most serious policy that should be, you don't have me covered for."

He goes, "What's that, Joe?" "Cock insurance."

"You make me a policy that when it don't work, I get a payment...

...I'll write out a check now."

He thinks, he says, "Oh, I don't know if the actuality gauges govern this...

...but we can make a policy.

But you gotta guarantee you're in good health now."

"Oh, that's simple. Look, leave her with me. Come back and see if it stands up.

If it stands up, then you know I'm in good health to begin with."

The jerk leaves her. I screw her.

Not only that, she likes it. And she tells me, she blabs when her boss, the jeweler...

...is shipping stones to Holland...

...where he keeps his stash in a little drawer in the safe. Everything in the world.

Can't ask for more, right? Except, one better.

I never paid the first premium on the new cock policy.

Cock insurance.

Life is funnier than shit.


...be easy with the girl.

I mean that. Be easy with the girl.

Oh, my God!

Open it!

Who's gotten in?

Had to go and be a hero, huh?

Open it. No.

Open it! Don't- - No, don't hurt him!

Don't hurt him! You bastards. Get this cunt out of here.

You animal! You asshole!

Come on. Come on, hit me. What do you mean?

Hit me. What's the matter with you, are you crazy?

Come on, straighten up and fly right. I'm all right.

Let me make it look real. Make it look real.

Come on, knock it off. I'm all right. Let go.

Come on, cut the act. Hit me!

She said hit her. Go ahead, rap her in the mouth.

Hit me! I'll hit you! You bitch!

You animal! Put a cork in her.

There's shit.

No. Oh.


No. Don't.

Don't. No!

No! You dirty bastards! You're- -


Try the secret compartment.



Wow. Nice matzo balls. Huh?


Those are beautiful. Look at that. Hm?

Okay, better wrap them up.

We're going. You coming?


Morning. You get the stones?

Aw.... Pay him.

Any problem? No trouble. Kid stuff.

You okay?

How come you didn't tell me? Being inside can change you.

I'd already made the deal with Frankie to get rid of Joe.

With the man like Frankie Monaldi, you don't say "yes," then "no." I couldn't...

...take the chance you'd change your mind. You're right. I would have said no.

Frankie Monaldi is as big as they come.

He's got the combination in the palm of his hand.

If we're not careful, he'll have us in the palm of his hand.

You don't get nowhere alone.

I thought you were the guy that said you didn't like bosses.

It sounded like a good idea then. It still is.

Let's just think about it.

They're gonna ask us to come in with them. There's a lot in it for us.

Today they ask us to get rid of Joe. Tomorrow they ask me to get rid of you.

Is that okay with you? Because it's not okay with me.

All right.

Let's just forget about it.

Wanna go for a swim?

Yeah, let's go for a swim.

All right, what are you doing?

Hey, Noodles. Don't fuck around, Noodles.

What are you doing? Hey!

Are you crazy?


That asshole! I can't believe you did this!

District Attorney James Lister was killed in an explosion of a car...

...belonging to Secretary of Commerce Christopher Bailey...

...as he was leaving the secretary's Long Island estate.

Mr. Lister, who was killed instantly in the blast, was scheduled to testify...

...in Washington on Thursday before a Senate committee.

A committee investigating what has come to be called the Bailey scandal.

A special team of detectives has been assigned to the case.

As for Secretary Bailey, he was not available for any statement at this time.

Did you know those guys?

- offices of his longtime legal advisor, Irving Gold...

...in hopes of getting some comment.

Mr. Gold, you're aware that District Attorney Lister...

...is the second witness in the Bailey scandal to meet a sudden and violent end.

The first was Thomas Finney, under secretary of commerce...

...who fell to his death from his 15th-floor office just a month ago.

Do you think there's a connection- - ?

Take the money and run, Noodles. What the hell's keeping you here?

The only remaining witness is the man who...

...rightly or wrongly has given his name to this whole affair, Secretary Christopher Bailey.

I'm curious. What does the secretary think?

The secretary has no worries.

Sir, if he has no worries, why then has he retreated to his place on Long Island?

Far from retreating, he's busy preparing his attack on the questions...

...he will be asked by the committee.

I'd call them accusations more than questions, sir.

The secretary has no worries. But the public does.

Particularly in view of the rumors about rigged contracts, bribery...

...the international Mafia. Especially those dealing with the illegal use...

...of the Transport union pension funds.

Could you tell us anything about that?

Gentlemen, I deny all of these rumors and allegations directed against my organization.

Our hands have always been and will continue to remain clean.

In my entire life, I've fought to keep the American labor movement clear of any colution- -

Him, I know.

- forced speculation, criminal elements...

...or corrupt politicians. If any mistakes have been made- -

He's still giving out the same old bullshit.

If any guilt at all exists in this situation, it lies elsewhere.

What's this I've been reading about you in the newspapers? Hm?

Inflammatory words from a union boss?

You still aren't gonna stop the workers or the social movement.

Listen to me, you socialist asshole!

We don't give a good fart about the socialist workers and their movements.

We just want you out of the factory so we can get the furnaces working again.

This is the last offer you're gonna get.

You want to sign it or what?

Tell your bosses they can wipe their ass with it.

Fill her up.

This is my last- -

Hold it, boys. Don't shoot.

It's me, Crowning.

Crowning. Yeah.

That'll do, boys.

What'll do?

We almost got the kid where we want him.

And we got the boss where we want him.



Put them down.

Put your guns away, boys.

Just swapping prisoners.

Fair trade, huh, chickenhead?

Union boy over here for Mr. Boss Man.

Well, look who's here. Ha, ha.

Fat Moe's boneyard boys.

Which reminds me.

How's that cancer in your gut coming along, Chicken Joe?

Untie him. I don't take orders from you.

We're not asking you to take orders, Joe. We're telling you.

Now go ahead, untie him.

Untie him.

Untie him.

Who are you?

Who's paying you?

I think this is really gonna piss you off there, Mac.

I think it's those dirty, dirty politician friends of yours.

Yeah? Well, you crawl back and tell him we don't want you in with us.

Our fight's got nothing to do with liquor and prostitution and dope.

You'd better get used to the idea, pal.

This country is still growing up.

Certain diseases it's better to have when you're still young.

You boys ain't a mild case of the measles. You're the plague.

And bastards like him are immune.

That's the difference between us and them!

Take it easy.

The difference is that they're always gonna win...

...and you're gonna keep getting it up the ass.

Sooner than you think.

Chief Aiello, moving policemen into the factory came as a surprise to everyone:

The press, the unions, especially the strikers.

Well, what did you want, sweetheart, a declaration of war?

Ours was a peaceable operation.

Wasn't that contrary to new union laws and the rights of the strikers?

I'm chief of police, not chief of the people.

Was there any violence on the part of the strikers to justify- - ?

My model is prevention. "Prevention, not repression."

But you let scabs move in and start working.

Young lady, you wanna talk to me, call them "unemployed workers."

With your permission, I'll take these flowers to my missis before they wilt.

Or maybe you heard. I'm the father of a baby boy!

Chief, one more question.

We heard he's the youngest stockholder in that factory you occupied.

What'd you mean by that?

They say management expressed their thanks with a birthday present for the baby.

You know, slander is a serious offense.

Especially when it comes from a hack reporter.

You wanna find out how serious?

But since this is my first boy after four girls...

...I'll declare amnesty.

Ha-ha-ha. Behave yourself.


Thank you. Oh.

He's eating? Mm-hm.

For five. For five? Well, why not?

You could feed an army with these two milk plants. Ha-ha-ha.

We could open up a dairy.

Oh, hey.

Hey, man.

Who loves you? Who loves you? I love you.

And I love you. And I love you.


Don't you have to feed him at 6:00? Uh-huh.

Come in.

Oh, here he is now. That's my son.

That's my son. Oh, oh.

That's my son. That's my son! Ha-ha-ha.

Jesus Christ, they change fast.

Yeah, but he looks like my old man.

Yeah, yeah, look, same eyes.

And look at that, the same devilish pride, huh?

Hey. Hey, hey.

Did you see his dickey?

Vincent. What?

The girls. The girls!

Sooner or later you have to learn that after me, the boss in the house is him.

He's got balls just like his papa.

Whoa! Hey! Let me have him.

No, no, no. I'll do this.

I'll do this, huh? Yeah.

Look. Hey, hey.

Ooh. Ha-ha-ha.

Let Papa change you, huh?

Come on, look. Give me your little-bitty smile.

Come on, come on, come on.

What the fuck is this?

What is this? Huh? What's that? No! No! Oh, no!

Look. It's the right number.

The right number? I'll break your goddamn neck!

Find my son, or I'll burn down this whole goddamn building!

Hello! Hello.

Would you shut up? Oh!

No, hey, no. Wait, wait. I'm not talking to you.

Well, who's this?

Never mind- - To who am I talking?

Who the hell are you? My son, where is he?

Where the hell do you think he is? He's in the maternity ward. He never left.

He just got a little restless so he wanted to change his bed. That's all.

And the other kids got the same idea so they also wanted to change their beds.

So there you got 30, 40 screaming babies jumping from one bed to another...

...switching tags, so now, now we do have a real problem.

Piece of shit whoever you are! What the fuck are you saying?

Huh? ...can't find my son!

Oh, no, no, no.

Look, we were there to see that everything was under control.

If you want, we can put everything back where it was.

Except there's one problem.

You gotta meet us halfway. Halfway. Tell me!

Why do you give a fuck who wins the strike?

That's got nothing to do with me! What did I do?

What did you do? First of all, you let the scabs in.

Second of all, you got the cops in there protecting them. That's what you do.

That's my right. I'm a cop! All right, shut the fuck up.

And I gonna tell you what you gonna do.

Now, listen to me very carefully.

You're gonna call off your dogs and you gonna let the strikers work it out with the bosses.

You got that?

I want my son back now.

You do that, we'll give you your kid's new number.

You don't do that, look for your kid yourself, and good luck.

So, what is it gonna be? Okay. Alright.

I'll call my men off today. Attaboy.

You know, Aiello, for a rotten, rat-bastard son of a bitch...

...you're not as stupid as I thought.

Alright, we'll be in touch. When will you call?

Don't worry, don't worry. We'll be in touch with you.

Bye. I gotta know- -

So? We got a deal.

To a very smooth talker. Yeah.

Mazel. At least.

Peggeleh. Noodles.

Where's that switch list?

The switch list? Yeah.

I can't find it. What?

I can't find it.

What'd you do with it? I think I dumped it with that hospital jacket.

What a yutz.

Oh, Pat. Wait a minute, wait a minute, listen.

Listen, Noodles, Noodles, wait. I remember.

The boys' numbers was odd- - Was even, and the girls' numbers was odd.

That's very simple. You took good stock.

Hey, know what? Let's give him an even number.

Uh, eight. Let's pick an eight.


Yeah, it's a good number.

Wait a minute. What about the other little pischers?

We're better than fate.

We give some the good life, give it to others rifht up the ass.

All right, boys, let's settle up. It's Saturday.

Settle-shmettle, Peggy, I'm gonna take mine out in trade.

Oh, you're such a nudge.

Hey, you know what? I wish I was switched when I was a kid.

What makes you think you weren't?

I don't believe it.

Hey, you guys, come here. Take a look at who's over here.

That suit you, Peg? Okay, fine, Max.

What have you got? Over there.

Well, what- - ?

Holy shit! Noodles, Noodles! Come here, come here.


The blond by the piano.

Yeah, who's that? Yeah. Who's that?

You and this broad were practically engaged.


Beat me. Ooh, beat me. Ooh, I love it. Ha, ha.

Who was it? The Detroit cock-squasher? Yeah.

Peggy. Not her, she looks different.

You know that platinum blond in the flower dress? She's by the table.

See her? Call her in, will you?

Carol. Carol, whatever.

Just tell her there's a bunch of her old friends here, you know what I mean?



Noodles, pfft, come here.

Somebody here wants to see you. Who?

You know these guys?


I don't think so.

No. Ha, ha.

No. I'd remember a bunch of good-lookers like these.

Oh, well, how could I forget?

There was, uh....

There was only one of you I got to know personally, though.

Which one?

Let's see how good a memory you've got for faces.




We've been hanging out so long together, we're starting to look alike.

"Hanging out"?


You can call me Carol.

We've already met.


The pleasure...

...is all mine.


So you left Detroit, huh?

No, her and her husband just come in on the weekends.

Yeah, it beats the seashore.

Well, she takes on maybe 10 guys and her hubby watches through the peephole.

Beats the hell out of the movies.

I wonder what that poor jerk is up to in his cubbyhole now.

He must be wondering, where is his fucking wife?

Why don't we make it a threesome, huh?

Can't you see he's got other plans for tonight?

Well, bring her along. We'll make it a foursome.

I'm not that kind of guy.

Besides, I'm afraid if I give you a good crack in the mouth, you'd probably like it.

Have a good night, fellas.

See you later.

Been waiting long? All my life.

You wanted a place by the ocean so I had it opened. It was closed for the season.

All these tables are for two people.

Pick whatever one you want.

I like this one.

Here, sit down.

Oh, I'll have the asperges sauce vinaigrette and then a Châteaubriand.

I'll decide later.

Monsieur? I'll have the same.

For the wine?

You decide. I'll just have water.

You decide. Thank you.

You've been around.

Where'd you learn all them "parlez-vous français" dishes?

Who's teaching you that stuff?

You mean a sugar daddy who tries to teach me how to act?

I read books. I learn everything.

I want to know everything. Doesn't it make sense to have plans?

Yeah, it does.

What about me? Am I in these plans?


You're the only person that I have ever- -

Ever what? Go ahead.

Ever what?

That I ever cared about.

But you'd lock me up and you'd throw away the key, wouldn't you?


Yeah, I guess so.


And the thing is, I probably wouldn't even mind.

So? So I got to get to where I'm going.

And where's that? To the top.

Now you sound just like Maxie.

Youse are both alike, that's why you hate each other so much.

Do you want me to leave?

No, I don't want you to leave.

You dancing?

You asking? I'm asking.

I'm dancing.

To keep from going crazy, you have to cut yourself off from the world.

Just not think about it. You have to, uh....

You know, years that went by, it seemed like...

...no time at all, because you're not doing anything.

But there were two things I couldn't get out of my mind. One was Dominic.

The way he said "I slipped" just before he died.

The other was you.

How you used to read me your Song of Songs, remember?

How beautiful are your feet in sandals, O prince's daughter.

I used to read the Bible every night. Every night I used to think about you.

Your navel is a bowl, well-rounded with no lack of wine.

Your belly, a heap of wheat surrounded with lilies.

Your breasts...

...clusters of grapes.

Your breath, sweet-scented as apples.

Nobody's gonna love you the way I loved you.

There were times I couldn't stand it anymore. I used to think about you.

I'd think, "Deborah lives. She's out there. She exists."

And that would get me through it all.

You know how important that was to me?

Noodles, I'm leaving tomorrow I have to go to Hollywood.

I wanted to see you tonight to tell you.


No! I- -

No! No. Ah!

No. I... Please, no. No, please. No!

No! Oh, no! No, please!

No, no! Please, no, no. No.


Deborah. Deborah.

Get away! Get away!

I'll be right back.

Take her home.

Take her home.

All aboard!


...look who's back.

What's this?

It's a throne.

It was a gift to a pope.

Cost me 800 bucks. It's from the 17th century.

So, what are you doing with it?

I'm sitting on it.

You got any coffee around? Yeah, sure.



While you were on vacation, we were working overtime.

The union paid off.

That's your share.

Yeah. Even that geek. You know, Jimmy "Clean Hands"...

...respects us. Eh, I shed a little blood for the cause.

Yeah, it's all in the papers.

Morning Telegraph, they didn't like it.

It says, "Underworld joins strikers in brutal battle."

But The Post, they liked it.

"Ends justify means in decisive gangland encounter."

And they're the ones that kvetched about the Atlantic City job.

Heh. Newspaper guys never know what the fuck they want.

Well, you could have looked for me. We did.

Cockeye found you at the Chink's.

So fucking doped up you didn't even recognize him.

Yeah, you were. Heh. You called me "Deborah." Ha-ha-ha.

It's fine.

Hey, go fuck yourself. Mind your own business.

We do our fucking business together and fucking broads do not get in the way...

...and you know it! Yeah?

Yeah. Then what's she doing here?

Today ain't Saturday. She should be back in Detroit, screwing on the assembly line.

Well, she's screwing here now.

And only with Max.

Oh, yeah?

With her husband peeping through the keyhole? No, I left him.

You live with her, bring her here, and you tell me not to mess with broads.

You forget about one thing. What that?

I don't give a fuck about her. Max- -

Shut up! Shut up! Shh! Max. Max. Hey, Maxie, tell me something.

What'll you spend your honeymoon on a cat house?

Maxie- - Shut the fuck up! Shut up!

Just shut up!

You want me to dump her?

You want me to kick the fuck of an ass out of here? You want to fucking talk this.

Want me to kick her ass out or what?

You want me to kick- - ? Get the fuck out! Get the fuck out! Get out!

You gonna tell me I don't have a way with women? Ha-ha-ha.

Hello. This is Jimmy. Who's this, Max?

No, it's Noodles.

Okay, listen. We're gonna need you guys today.

I'm gonna be making a tough speech, and I think you- -

Go, go!


Start the engine. I'll be right with you.

Mr. Gallagher wants you to know how much he appreciates what you did.

To show his appreciation....

Here's an envelope for the both of youse.

If we gotta complete the job, I'll let you know.

Whoa! Whoa!

Wiped out by a blast of Cordon Rouge.

What would Crowning and his bosses say after that, eh?

Never be afraid of you, then, would they?

They're still not afraid of me. It was you boys that scared them off.

And you didn't want these guys. Aren't you lucky you got party leaders...

...like myself who care about the union?

Hey, the strike is settled. We won. That's what counts. Am I right, Jim?

It was tough for Jimmy not to be there to sign the contract though, huh, Jim?


What's tough is, you boys did more in one night than I could in two years of talking.

Forget it. To the hottest newcomer...

...in American unions. There you go.

Jimmy Conway. Now you're talking.

Roll out the barrel.

May God bless. Drink up. Suck it right down.

You must be crazy giving him drinks. We're going to operate in a minute.

Oh, what's the rush? They already told me I'd be a gimp for the rest of my life.

Don't worry, Jimmy, with one leg a little shy, you're gonna take giant steps.

Yeah. And always one step right behind you, Sharkey?

Make sure they work on the right leg, Jim.

It's only blood, huh? Mazel.

You boys got yourself a real martyr for a friend. Make it work for you.

Yeah, but what the hell are we gonna do with a martyr?

Times change. Prohibition ain't gonna last much longer. Take it from me...

...a lot of you guys will be out of work. Go on, Mr. Sharkey. We're interested.

You ever think of setting yourselves up in business?

All those trucks they're using to haul liquor, soon be selling them for nothing.

I'm talking about hundreds of vehicles controlled by a national organization...

...and supported by a powerful union headed by Jimmy Conway.

Whatever you ask, there's no way he can turn you down.

You gotta be kidding, Sharkey.

Jimmy "Clean Hands" in business with us?

They won't be clean for long, with the hands he's gonna shake.

Everything in good time.

We're not interested. What's the matter, Noodles, you got a problem?

We got plenty of money tucked away. Why not invest it? What is the fucking problem?

I'll put the party behind you. And I got friends in high places.

I'm not interested in your friends in high places, and I don't trust politicians.

That's probably you still think like some schmuck from the streets.

Now if we'd listened to you, we'd still be rolling drunks for living.

Who's the damsel in dismal? You broke? Don't bust my balls.

I am talking about real money.

This is real money to me. It's a lot of money. You want any of it?

You carry that stink of the streets for the rest of you life. I like the stink. It makes me feel good.

I like the smell of it. It opens up my lungs.

And it gives me a hard-on.

You're carrying dead weight around, Maxie.

One of these days, you're gonna have to dump it.

Maxie. Let me know when you're gonna dump me.

Meanwhile, I'll take a vacation in Florida. I got a yen for the seashore.


Listen, I was thinking it over and, um....

I guess I kind of got a yen for the seashore myself.

You wanna go swimming?

Yeah. Yeah, let's go for a swim.

Read all about it! Read all about it!

Read all about it!

Hey, Maxie.

Max. Huh?

How much money we got put away?


Because we're unemployed.

About a million bucks.

Oh, yeah? Where'd you put it? In my underwear.

I'd have found it there. Hey.


We gotta reorganize, Max. And I got a couple of good ideas.

Me too.

If I had a million bucks, I'd take it easy.

We'll take it easy when we got 20.

Fifty. Where you gonna get that?

Right here.

What's that?

It's a dream.

A dream I've been dreaming all my life.

I swear to God, Noodles, you and me together, we can make it come true.

What is it?

The Federal Reserve Bank.

It's the biggest step we can take, Noodles.

You're really crazy.

Don't you ever say that to me. Don't you ever say that to me again!

What chance is there that a crazy thing like this might succeed, hm?

Don't ask me, ask Max.

You know as well as I do that this is suicide, pure and simple, for everyone.

Yeah, well, don't tell me, tell him. You got your own methods.

Yeah, I tried.

He doesn't want to screw anymore.

All he thinks about is this job.

Tear gas, hostages, now he's gonna do this.

He's gonna do it with or without you.

Noodles, we've never liked each other.

We put up with each other for Max's sake. So why don't we just get together once...

...and do something for him?

And after that...

...we can go back to being enemies.

You know, if you were all in jail first...

...there wouldn't be any bank job.

I got the idea from your friend Max.

What do you mean?

He laughs at you. He makes fun of you.

He says Eve has got you by the balls.

Every time you walk past this place, you shit in your pants.

You'd do anything for the cops to pick you up so you wouldn't have to do this job.

Is that true, huh?

Well, then do it.

Do it. Put him in jail. Put him in jail. Not long.

Just long enough so he can get the idea out of his mind.

If you can't stand being away from him, put yourself there too.

Better off than being dead.

You know what to do.

And if you don't, I will.

Get out. Take a cab.

I'm busy. I got things to do. Get out.


Make up your mind fast, huh?

What's the matter?

Aren't you having a good time?

Why are you going out tonight?

Why bother now that prohibition is almost over?

Everybody's selling. We got some friends who have a lot of booze they wanna get rid of...

...for practically nothing. So we figure, why not?

I'm gonna be gone for a while.

I'll be waiting at the hotel.

I like it when you come home late and wake me up.

I'm not gonna be home tonight.

I'm not gonna be home tomorrow either.

I thought these things only take a couple of hours.

Ladies and gents, I drink to the demise of Fat Moe's speakeasy.

Who the hell wants to drink here legally anyway?

Okay. Come on, Moe, set them up. Go on, get in there.

Here's another one. Ha-ha-ha.

Here's mud in your eye.


Let's drink to our last shipment.

Because there's more onboard tonight than just booze.

It's 10 years of our lives. Ten years that were really worth living.





L'chaim. L'chaim.

How long will I have to wait?

A year and a half, more or less.

Six months off for good behavior.

What are you gonna do? Don't ask.


Police, please.

Fifth Precinct. Sergeant Halloran.


Who's speaking? Can I help you?

Hello? Yeah.

I got a good tip for you.

Yeah, who is it? Yeah, it's Max. Open the door.

What's the matter with you? You sick? No, I'm fine.

You don't look it.

Maybe you'd better stay home tonight, huh?

Why? Heh.

You know, I've been watching you all night.

And you've been drinking like a fish.

Trying to get your courage up?

We're only bringing in a shipment of booze.

It's got so you're even scared to do that.

Maybe you just better stay home tonight.

With Eve. Heh-heh-heh.

Hey, Maxie, everywhere you go, I go too. Remember that.

Maybe Sharkey was right.

Maybe I ought to just dump you.

You're really crazy.

Never say that!

Don't say it!

Max made fools of us, Noodles. He wanted to die.

Did you know his old man died in the nut house?

Max didn't want to end up the same way.

So he put the idea in our heads to tip off the cops.

And when they stopped the truck, Max started shooting first...

...just to get himself killed.

Uh, what is this?

Opening night.

Fifteen years ago.

Uh, who's this?

Patron saint of the place.

And some actress.

Do you know her?


Hello, Deborah.

Aren't you gonna say anything?

What is someone supposed to say after...

...more than 30 years.

Well, how about, "How you doing? You're looking good."

Or, "I was hoping I'd never see you again."

I never thought I would.

There's a difference.

Yeah. At least you recognize me, that's something.

Actresses have good memories.

You want a drink?

I'm having one.


Yes, miss? That's all for now. You can go.

All right, miss.

She called you "miss."

You never got married?


You live alone?


Where were you?

I was out of town.

Have you been back long?

A couple of days.

Are you staying?

That depends.

Why do you want to see me?

Two reasons.

First, I wanted to see if you did the right thing...

...turning me down to become an actress.


You did. You're terrific.

"Age cannot wither her."

It's like the play was written for you.

What was the other reason?

The other reason...

...is to decide whether I should go to a party tomorrow night.

A party?

Yeah, on Long Island.

A Secretary Bailey.

Do you know Secretary Bailey?


But I was invited anyway.

But if you don't know each other, why were you invited?

I don't know.

I thought you might know why.


Why me?

Because you know him.

Who is it? It's me, David.

No, David. Can I come in?

No, no, no. You... just wait outside, David, I'll call you.

Okay, I'll be right here.

What does Secretary Bailey want from me? You came here to ask me that?

Why did he send me an invitation? I don't know. I don't know.

Why should- - ? Why should I know about your invitations? I don't know anything. I- -

What do you want from me? Why did you come here? I know nothing, nothing, nothing.

Now you're a lousy actress.

Who is Secretary Bailey?

Secretary Bailey is a rich businessman.

He came to the United States as a starving immigrant and made a lot of money...

...in San Francisco and Los Angeles, where he's lived for 30 years.

I know all that. It's all in the papers. What else is there?

He married a very wealthy woman.

They had a child.

She died when the child was born.

A few years ago, he went into politics. Moved here.

That's all past history. I'm not talking about that. I'm talking about now.

Right now he's in trouble.

Why can't you just tell me you've been living with him all these years...

...and that you're his lover?

Age can wither me, Noodles.

We're both getting old.

All that we have left now are our memories.

If you go to that party on Saturday night, you won't have those anymore.

Tear up that invitation.

There's an exit back this way.

Noodles, go through it.

Keep walking.

Don't turn around.

Please, Noodles.

I'm begging you. Please.

Are you afraid that I'll turn into a pillar of salt?

If you go out that door, yes.

This is Secretary Bailey's son.

His name's David, just like yours.

Please go in.

What are you waiting for?

I don't understand, Mr. Bailey.

Sit down, Noodles.

Make yourself comfortable.

I'm glad you accepted my invitation.

Well, I was curious.

So many important people in one place.

Yes. Well, the rats usually desert a sinking ship.

But in my case, they appear to be flocking onboard.

Yeah, well, I read about your troubles in the newspapers.

But a man in your position, with all your power and all your privileges...

...has to assume a certain amount of responsibility...

...a certain amount of risk.

Why'd you ask me to come here, Mr. Bailey?

That invitation doesn't mean a goddamn thing, and you know it.

All that counts is what was in that suitcase.

The money and the contract.

It didn't say who the contract was on, though.

Haven't you figured that out yet?

You, Mr. Bailey?

I haven't had a gun in my hand for many, many years.

My eyes aren't too good, even with my glasses. My hands shake.

And I wouldn't wanna miss, Mr. Bailey. Cut the bullshit, Noodles.

I'm already a dead man.

At least give me the chance to settle the debt that I owe to you.

I'll never make it before the investigating committee.

They're scared to death I'll implicate the whole bunch of them.

They gotta get rid of me.

Today is as good a day as any.

You do it, Noodles.

You're the only person I can accept it from.

You see, I found out where you were.

I brought you back here for this.

To even the score between you and me.

You can get out through there.

It leads right down to the street. Nobody will see you.

I don't know what you're talking about, Mr. Bailey. You don't owe me a thing.

Your eyes were too full of tears to see it wasn't me lying there burned up on that street.

It was somebody else.

You were too shocked to realize that the cops were in on it too.

That was a syndicate operation, Noodles.

You're crazy.

You said that to me once before, a long time ago.

But my mind was never as clear as it was at that moment.

I took away your whole life from you.

I've been living in your place.

I took everything.

I took your money.

I took your girl.

All I left for you was 35 years of grief over having killed me.

Now, why don't you shoot?

It's true, I have killed people, Mr. Bailey.

Sometimes to defend myself, sometimes for money.

And many people used to come to us.

Business partners, rivals...


Some of the jobs we took and some we didn't.

Yours is one we would never touch, Mr. Bailey.

Is this your way of getting revenge?


It's just the way I see things.

It's 10:25...

...and I've got nothing left to lose.

When you've been betrayed by a friend, you hit back.

Do it.

You see, Mr. Secretary...

...I have a story also.

A little simpler than yours.

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.

It went bad for him and it went bad for me too.

Good night, Mr. Bailey.

I hope the investigation turns out to be nothing.

It'd be a shame to see a lifetime of work go to waste.

God bless America Land that I love Stand beside her And guide her Through the night With a light from above From the mountains To the prairies To the oceans white with foam God bless America My home sweet home God bless America Land that I love Stand beside her And guide her