Many movies fail to attract positive attention during their theatrical runs but eventually find an audience. 1984’s gangster epic Once Upon a Time In America falls into that category. It received mixed notices and little box office business back then, but over the following decades, it became a cult favorite; as of October 2014, it ranks 78th among readers at IMDB. That’s amazing on its own, but it’s even more startling when I realize that it was 145th back in 2003 when I first reviewed the film; 67 spots in 11 years is a big jump.

Part of the reason America didn’t do well in 1984 may reflect that fact the US version was barely half of a movie. Instead of the full-length 229-minute edition, US audiences saw a cut that only lasted 139 minutes. 90 minutes of edits meant that the movie must have been severely altered.

I never saw the truncated cut, so I can’t say how well or poorly it worked when compared to the full version. However, I can evaluate the latter. I felt America seemed generally interesting but it lacked the depth and spark to make it anything terribly special.

America focuses on the life of a Prohibition-era gangster named David “Noodles” Aaronson (Robert De Niro). The film skips from period to period with abandon, but it starts in 1933 as the legal ban on alcohol officially ends. It looks like Noodles ratted out some partners, and this ends with their deaths. We see Noodles try to hide from other baddies who kill his girlfriend Eve (Darlanne Fleugel) and rough up his buddy Fat Moe (Larry Rapp) as they seek him. Noodles hides in an opium den and we see various parts of his life intersect.

We leap ahead 35 years and see elderly Noodles return to the old neighborhood. The film pops in and out of the shots from 1968 to watch as Noodles apparently uncovers a mystery related to a suitcase kept in a train station locker.

Most of America takes place in earlier times, however. It skips back to the childhood Noodles (Scott Tiler) and sees how he came to his life of crime. We observe as he spies on Moe’s (Mike Monetti) sophisticated sister Deborah (Jennifer Connelly), who plans to become an actress. Noodles clearly pines for Deborah, but she doesn’t seem to return that level of affection.

We also watch Noodles and his juvenile delinquent buddies Patsy (Brian Bloom), Cockeye (Adrian Curran), and Dominic (Noah Mozezi) as they perform low-level criminal functions. When in the employ of local thug Bugsy (James Remar), they get a choice for their payment after they completed a job. They can either accept a dollar for the whole crew or they can roll a drunk of their choice and take whatever they can get off of him. The boys select the latter, but another young ne’er-do-well named Max (Rusty Jacobs) beats them to punch. This briefly sets up a rivalry between Noodles and Max, but the two soon become best friends and partners in crime.

The remaining childhood episodes follow their exploits and see the death of one of the boys. Noodles spends many years in jail after that episode, and it leads to the other main section of the film as we observe the actions of the gang as adults. In charge with Noodles away, Max (James Woods) has created a viable front for their bootlegging activities, and they’ve done quite well for themselves. Noodles rejoins the group as an equal and the fun resumes.

Noodles still aches for Deborah (Elizabeth McGovern) while the gang members develop their criminal careers. Essentially the rest of the movie follows these relationships as it builds back toward the seeming betrayal that opened the movie.

At almost four hours in length, one might expect Once Upon a Time In America to really get involved in its characters and situations and to develop them fully. To some degree, that does occur. Director Sergio Leone certainly takes his own sweet time to move the plot, as the backstory with the younger versions of the characters lasts almost half the movie. That seems fairly remarkable, though I guess it’s not that unusual, since The Godfather Part II spent at least 90 minutes with the story of young Don Corleone.

Nonetheless, Leone definitely tells the movie at a patient and deliberate pace, and that usually works well for the film. It lets us feel the characters and the settings and absorb their world more fully.

However, I don’t think this truly contributes to the depth of the personalities. The movie fails to really explore the inner lives us the participants, and they remain somewhat distant to us. I won’t call them superficial examinations, but given the amount of time we spend with these people, I feel like we should know them much better than we do.

Despite the film’s length, it doesn’t genuinely embrace an epic scope to make up for the characterization weaknesses. Without any form of natural spectacle, the focus remains on the personalities, and that makes the movie less compelling. I never feel all that interested in the characters, and the film doesn’t include any grander events to add spark. Essentially a long character piece, the lack of depth for the personalities makes it something of a chore to watch.

The actors do fairly well in their parts, though none really excel. America remains a pretty low-key and almost somnambulant flick. Leone’s deliberate pacing translates to the sleepy portrayals of the characters. All seem more than competent, but the loginess of the effort causes it to drag a bit.

I also don’t think that the actors demonstrate much chemistry between each other, at least not with the adults. Some of the kids interact well, but the key dynamics between De Niro/Woods or De Niro/McGovern fail to materialize. Nothing really problematic emerges, but the performances don’t seem to stand out from the crowd.

If I need to pick out one element of America I genuinely dislike, it would be the score. Others will disagree, as I’ve heard more than a few very positive opinions of the movie’s music.

However, I disagree with those sentiments. Parts of the score seem just fine; in fact, I’d say that most of it is pretty decent. However, it turns terribly syrupy and sappy at times. It prominently features the world’s worst rendition of “Yesterday” too.

I do think that America enjoys a good story at its heart, and the movie explores it reasonably well. I don’t want to discuss specifics about the ending, but I will relate that it seems intriguing. At one point, the third act seems to turn cheesy, but a provocative twist at the end totally changes our perception of events. This finishes the flick on a cool note and makes it more memorable.

While most of my comments have been moderately negative, I don’t want to give the impression that I dislike America, as the movie remains generally interesting. While slow-paced, it did maintain my attention most of the time, and given the film’s long running time, that seems like a substantial achievement.

I simply feel that it fails to excel in most areas. The movie seems competent in most ways but not much about it qualifies as excellent. It certainly doesn’t live up to the levels established by other gangster flicks like The Godfather or GoodFellas.

Once Upon a Time In America appears in an aspect ratio of approximately 1.85:1 on this Blu-ray Disc. Most of the image looked pretty good, though the addition of poorly “restored” footage hurt the end product.

I’ll look at the “original” footage first, as those pieces dominated the movie. Sharpness was positive. Only a smidgen of softness appeared, as the film remained tight and well-defined most of the time. Jagged edges and moiré effects caused no concerns, and I witnessed no signs of edge enhancement. Source flaws were mostly absent; I saw a gate hair but not much else.

As one often finds in period flicks like America, the palette tended toward a sepia tint much of the time. Within those dimensions, the colors looked fine; they didn’t stand out but they seemed positive. Black levels also seemed deep and tight, while low-light shots appeared clean and accurate.

If the whole transfer looked like the material from the original film, this’d be at least a “B+” image. However, the added 22 minutes seemed so ugly that they dragged down my overall grade to a “C+”. The additional footage was VHS quality – and bad VHS, at that, as these seemed soft and fuzzy. These sequences also showed pale, green colors. The extra shots failed to integrate in a smooth manner and became an active distraction.

The DTS-HD MA 5.1 soundtrack of Once Upon a Time In America seemed pretty mediocre. Essentially the soundfield offered glorified mono. Most of the film remained heavily anchored in the front center, though a few occasions broadened the mix moderately. For example, scenes in the speakeasy displayed decent general ambience, and various vehicles moved across the spectrum to a mild degree.

Music also featured light spread to the sides, though stereo delineation remained weak. Surround usage appeared spare at best, as I couldn’t discern a single instance of noticeable activity from the rear speakers.

I didn’t really mind the restricted scope of the soundfield, mostly due to the movie’s age; to be sure, many flicks from 1984 featured Dolby Surround audio, but it wasn’t quite the given it is today. Unfortunately, America lost some points due to the quality of the audio. Speech remained intelligible and reasonably concise; a bit of edginess occurred, but not enough to harm the track severely. I noticed some poor looping but that also wasn’t a substantial problem.

Music could favor low-end a little too much, but that side of things was usually fine. Highs were pretty crisp and clear, and the score was generally vivid. At times, effects showed some distortion, but those instances didn’t become problematic. The effects demonstrated their age but seemed fine for the most part. Nothing about this track excelled, but it was adequate given its vintage.

Though the audio for the restored sequences didn’t match with the original sound, those moments didn’t distract as much as the poor visuals did. In these sequences, the audio could be distant and thin, but given the limited scope of the original soundtrack, these elements matched a bit better. Or maybe I was just so distracted by the awful visuals that I didn’t feel as bothered by the audio – whatever the case, the extra 22 minutes provide bland sound but not to a fatal degree.

How does this 2014 Blu-ray compare to the a 2011 Blu-ray? Audio was identical except for during those added 22 minutes. The iffy quality of the extra footage impacted overall quality but not to a substantial degree.

The poor visuals found in the extra 22 minutes became the biggest problem with the 2014 BD’s image, but that wasn’t the only change from the 2011 disc. The movie got a new 4K scan – and a slightly changed palette. While the 2011 image favored amber/sepia at times, these tints more clearly dominate the 2014 presentation, and other hues became less dynamic. These alterations weren’t radical, but they gave the 2014 version a more restricted palette.

On the other hand, the 2014 disc offered superior definition. I saw mild softness at times during the 2011 presentation, but those elements tightened up for the 2014 release. The 2014 disc offered better sharpness but came with altered colors, so it was a wash.

Fans can decide choose which version to watch, as the two-disc package includes both the theatrical edition (3:49:19) and the new Extended Director’s Cut (4:11:09). Personally, I’d recommend the shorter film. While the longer one comes with better sharpness, I like the more natural palette of the 229-minute edition and prefer the absence of the added footage. Not only do the extra scenes look terrible, but also they don’t contribute important story/character information. The 229-minute cut remains the stronger one.

Alongside the film’s theatrical cut, we get an audio commentary from Time magazine film critic Richard Schickel. He provides a running, screen-specific piece. Schickel’s commentaries tend to be erratic, but this was one of his better discussions.

Overall, Schickel offers a nice exploration of the movie. He gives us some background for the flick and its director, and he attempts to explain a few changes from the original novel, though he never read it, which limits his ability in that vein.

Schickel provides some useful interpretation and character analysis as well. At times, he does little more than narrate the flick or simply praise it, and the commentary drags on occasion. In general, though, Schickel tells us a lot of useful material and makes this a worthwhile listen.

Somebody make sure Paul McCartney doesn’t hear the commentary, though. The ex-Beatle always worries that his former songwriting partner has overshadowed him, so McCartney clearly wouldn’t be happy to hear Schickel incorrectly refer to “Yesterday” as a John Lennon tune.

In addition to two trailers, we find piece of a documentary called Once Upon a Time: Sergio Leone. This 19-minute, 36-second segment features clips from America along with archival materials and interviews with Carla Leone, Raffaella Leone, Francesca Leone, Quentin Tarantino, writers Piero De Bernardi, Enrico Medioli, Leo Benvenuti and Stuart Kaminsky, producer Arnon Milchan, and actors Scott Tiler, James Woods, and James Coburn.

Because it includes bits and pieces of a longer program, “Time” occasionally seems a little fragmented. However, it usually goes acceptably smoothly. It gives us some information about Leone’s early interest in The Hoods, the development of the script, the making of the flick, the edited US version, and its reception. We also hear a bit about Leone’s death and his legacy. The best moments come from some plot reflections offered by Woods. A few other good notes appear as well, but “Time” suffers somewhat because it occasionally feels more like a eulogy than a documentary.

Odd note: the “Leone” featurette appears on both discs on this set. Also oddly, it runs two seconds shorter on the theatrical disc than it does on the Extended Director’s Cut platter. The former throws in one of the two trailers found on the EDC disc as well.

Finally, the package includes a hardcover book. It features a Martin Scorsese-penned letter about Sergio Leone as well as text about the film, biographies and photos/art connected to the movie. It delivers a useful little piece.

Not much appreciated in its day, Once Upon a Time In America has garnered much higher status in the years since then. Personally, I think the movie has its moments and seems generally interesting, but it falls far short of honest greatness. The “Extended Director’s Cut” is the inferior version of the film with a weaker visual./auditory presentation.

Happily, this package includes the original edition as well, so it becomes the best Blu-ray for fans to get, as it lets them choose which cut they prefer. Fans who already own the original Blu-ray will probably want to pass on the Extended Director’s Cut, though, as I don’t think it merits purchase on its own.

To rate this film, visit the Special Edition review of ONCE UPON A TIME IN AMERICA