This has to be the most boring gangster film I've ever seen. Basically it's about Robert DeNiro and James Wood's friendship over fifty years or so as they rise and fall in the gang world. It's interesting to do it about Jewish gangsters, because most films center on Italian gangsters, but their being Jewish didn't seem to make much difference in the film. DeNiro and Woods were subdued, and I didn't buy for a second that they actually might care about one another. The female lead and DeNiro had no chemistry. Leone centered more on cinemetography than story, and the little story there was was painfully streched out to almost three and a half hours. Speaking of the cinemetography- sure there were some very nice images, but basically they were going for the same look as "The Godfather" only maybe with a little more of a golden nostolgia feel for it. I don't mind slowly paced films, but that deliberate pace must be used to draw the viewer into the film, the pace of "Once Upon a Time," just makes the viewer wish that he had commited suicide instead of having to watch it. I'm not a big gangster film fan, but this one ranks low among gangster films. It lacks the visual pop of "Goodfella's," the emotional intensity of "Miller's Crossing," the cultural/historic significance of "Godfather," the moralistic elements of "Angels with Dirty Faces," or the acting prowess of "White Heat." And it is certainly a lot more boring than any of the above films listed.