Once Upon a Time in America (Italian title C'era una volta in America) (1984) is the last film by director Sergio Leone, and features Robert De Niro and James Woods as Jewish ghetto youths who rise to prominence in New York City's world of organized crime.

Once Upon a Time in America explores the ideas of memory, violence and betrayal in the eyes of one person, Noodles. It is renowned for its cinematography, expansive extreme long shots and the detail of three historical settings and its intricate, open-ended narration.

The film premiered at the 1984 Cannes Film Festival at its original running time of 229 minutes (3 hours 49 minutes). It was released in the United States in a heavily edited and truncated version, against Leone's wishes, almost ninety minutes shorter than the original version released in Europe. The short version eliminates the flashback structure of the film, instead placing the scenes in chronological order.