Once Upon a Time in America (1984) is hailed as the definitive gangster movie and described as a masterpiece by critics and cinephiles around the world. The new 2-disc DVD presents an amazing piece of film that will have you engrossed for hours. With its compelling story, mesmerizing actors, and filmmaker Sergio Leone’s unique style, Once Upon a Time in America emerges as one of the most enjoyable films I’ve ever seen.

The film stars Robert De Niro, James Woods, Jennifer Connelly, Tuesday Weld, Elizabeth McGovern and Joe Pesci in a story spanning 50 years and centering on the underworld. In the early 1900s, David “Noodles” (De Niro) and Max (James Woods) are boyhood chums who don’t need to rely on their folks for spending money. The boys and their Lower East Side pals began running a number of illegal rackets before they were even old enough to vote. As their unbridled ambitions continue to motivate them to get more and more, the boys’ friendship grows stronger, and it seems nothing can tear them apart.

Although the beginning of the film is slightly confusing as it moves back and forth in time,  Leone’s visionary expertise soon fascinates you. And his characters are captivating. De Niro’s obsessive passion to study his roles certainly pays off for the viewer here. He nails Noodles perfectly. From projecting a tender desire for the woman he cannot have, to expressing an attitude with just one quirk of the face, he delivers one of his finest performances.

James Woods is equally astonishing. Leone loves to languish over scenes, and he’s known for his long camera holds on facial shots. Many actors would crumble under such intensity but Woods conveys an entire narrative with his facial expressions in those long moments, and we love every second of it.

Also impressive is Elizabeth McGovern as Deborah, De Niro’s romantic interest, a woman  always a bit out of his reach. And Tuesday Weld, playing the blonde dynamo who becomes Max’s gal, excels at showing her character’s realization that she’s only skin deep for Max. She knows he can take her or leave her at any time.

In this film, as in those famous spaghetti westerns with Clint Eastwood, Leone’s camera work pulls the viewer into every scene. Film historian Richard Schickel said, “He has a wonderful inevitability the way he places and moves his camera to set up a scene, a great elegance and complexity yet overall the effect is a simple one. It’s a nice irony.”

James Woods agrees with Schickel. In his commentary about the late director on the extra featurette, Woods declares, “Leone has an extraordinary vision. He has the temperament, discipline and talent to bring it to fruition and the kind of flexible ego that would allow impute from people who could possibly make it better. But quite frankly, it was not possible to make it better. It’s one of the best movies ever made.”

Woods and other actors provide their thoughts in the special “Making Of” featurette on the DVDs, and Schickel provides a marvelous scene-by-scene commentary in another featurette.

The film’s haunting score by Ennio Morricone adds to its enjoyment. From Beatles’ tunes like “Yesterday” to “Amapola” and the Rossini Overture “La Gazza Ladre,” every note is a delight. The cast expressed amazement over the fact that Leone had already recorded all the music so it could play while they filmed.

Leone, upset when the 10-hour film he made was cut done to two and a half hours, would be proud of the new release special edition DVD. Re-mastered exquisitely, it includes footage never before seen in North American Theaters, and the artists have maintained the integrity of the film and the sound track.

If you’ve never seen a Sergio Leone film, you have to see this one – and, if you are a fan of Leone’s work, you must own this DVD.

 (Released by Warner Bros. Home Entertainment and rated “R.” for violence, sexual content, language and some drug use.)