Once Upon a Time in America
Once Upon a Time in America

Noodles: [to Deborah] 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 any more. I used to think of 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?

Once Upon a Time in America
Once Upon a Time in America

[last words]
Dominic: [shot by Bugsy] Noodles... I slip... ped.

Once Upon a Time in America
Once Upon a Time in America

[last lines]
Secretary Bailey: [checking his pocket watch] 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.
[Noodles is still and silent for a long time]
Noodles: 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. But it went bad for him, and it went bad for me too. Good night, Mr Bailey.
[He looks at the man in front of him for the last time]
Noodles: I hope the investigation turns out to be nothing. It'd be a shame to see a lifetime of work go to waste.
[He leaves,

with Max looking after him with remorse and sorrow]

Once Upon a Time in America
Once Upon a Time in America

Young Deborah: [to Noodles, reading the Torah] "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.

Once Upon a Time in America
Once Upon a Time in America

Deborah Gelly: 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.

Once Upon a Time in America
Once Upon a Time in America

Noodles: How's your sister?
Fat Moe: I ain't seen her for years. She's a big star now.
Noodles: 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.
[looks at Moe]
Noodles: Who would've put a penny on you?

Fat Moe: I'd have put everything I ever had on you.
Noodles: Yeah, and you would've lost.
Fat Moe: Well, you're beat. Good night.
Noodles: Good night, Moe. Thanks.
Fat Moe: What have you been doing all these years?
Noodles: I've been going to bed early.

Once Upon a Time in America
Once Upon a Time in America

Noodles: 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, lovers. Some of the jobs we took, and some we didn't. Yours is one we would never touch, Mr Bailey.
Max: Is this your idea of revenge?
Noodles: No. It's just the way I

see things.

Once Upon a Time in America
Once Upon a Time in America

[Deborah cleans up the bar while the rest of the family is out. Noodles walks in]
Young Deborah: What are you doing?
Young Noodles: Give me a drink.
Young Deborah: We're closed. Nice people don't drink on Pesach, they go to the synagogue.
Young Noodles: So what are YOU doing here?
Young

Deborah: Somebody's got to keep an eye on the place. There are a lot of thieves out there. One could get into your house.
Young Noodles: Especially if you leave the door open.
Young Deborah: You can pray here too. Here or in the synagogue, to God it's the same difference. Come over here and sit down...

Once Upon a Time in America
Once Upon a Time in America

Max: You'll be carrying the stink of the streets with you for the rest of your life!
Noodles: I like the stink of the streets. It makes me feel good. And I like the smell of it, it opens up my lungs. And it gives me a hard-on.

Once Upon a Time in America
Once Upon a Time in America

Deborah Gelly: There's an exit back this way. Noodles, go through it. Keep walking. Don't turn around. Please, Noodles, I'm begging you, please.

Once Upon a Time in America
Once Upon a Time in America

[In 1968, Noodles meets a familiar figure in heavy make-up...]
Noodles: Hello, Deborah.
[For a long time, Deborah is silent and still]
Noodles: Aren't you gonna say anything?
Deborah Gelly: What is someone supposed to say after... after more than thirty years?
Noodles: Well, how about "How're you

doing? You look good." Or, "I was hoping I'd never see you again."
Deborah Gelly: I never thought I would. There's a difference.

Once Upon a Time in America
Once Upon a Time in America

[after Joe is executed]
Max: You okay?
Noodles: How come you didn't tell me?
Max: Being inside can change you. I'd already made the deal with Frankie to get rid of Joe. With a man like Frankie Minaldi you don't say yes, and then no. I could not take the chance that you'd change your mind. You understand.

Noodles: You're right. I would have said no.
Max: Frankie is as big as they come. He's got the Combination in his hand.
Noodles: If we're not careful, he'll have us in his hand.
Max: You don't get nowhere alone.
Noodles: I thought you didn't like bosses. It sounded like a good idea

then. It still is.
Max: Let's just think about it, Noodles. They're gonna ask us to come in with them. There's a lot in it for us...
Noodles: Today they asked us to get rid of Joe, tomorrow they ask me to get rid of you. Is that okay with you? 'Cause it's not okay with me!
Max: All right! let's just forget about it...

Once Upon a Time in America
Once Upon a Time in America

Deborah Gelly: Noodles... you're the only person that I have ever...
Noodles: Ever what?
Noodles: Go ahead, ever what?
Deborah Gelly: ...that I ever cared about. But you'd lock me up and throw away the key, wouldn't you?
Noodles: Yeah. Yeah, I guess so.
Deborah

Gelly: Yeah... and the thing is, I probably wouldn't even mind.
Noodles: So?
Deborah Gelly: So... I got to get to where I'm going.
Noodles: And where's that?
Deborah Gelly: To the top.
Noodles: Now you sound just like Maxie. You's both alike, that's why you hate each

other.

Once Upon a Time in America
Once Upon a Time in America

Young Patsy: Hey, stop by for you later!
Young Noodles: 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...

Once Upon a Time in America
Once Upon a Time in America

Frankie Minaldi: Hey, Joe, tell these guys the story about the pussy being insured. What is it? Tell these guys how you stumbled on this whole thing. Tell them the story. Come on. Pussy insurance, the insurance pussies. Tell them that story.
Joe Minaldi: 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. He 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 brunette with a nice ass who works for a jeweller. And he's still on the hustle, this guy. So I wink at the guys, I say, "Look... the most serious policy, 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, and he says, "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." I says, "Look, leave her with me. Come back and see if it stands up. If it stands up, you know I'm in good health." The jerk

leaves her. I screw her. Not only that, she likes it. And she tells me when her boss, the jeweller is shipping stones to Holland, where he keeps his stash - in a drawer in the safe - everything! Can't ask for more, right? Except, one better. I never paid the first premium on the new cock policy.
Max: [laughing] Cock insurance...
Joe Minaldi: Life is

funnier than shit. But... be easy with the girl. I mean that. Be easy with the girl.

Once Upon a Time in America
Once Upon a Time in America

[In 1932, Noodles takes Deborah out to dinner]
Deborah Gelly: Been waiting long?
Noodles: All my life.

Once Upon a Time in America
Once Upon a Time in America

Deborah Gelly: You dancing?
Noodles: You asking?
Deborah Gelly: I'm asking.
Noodles: I'm dancing.
[they dance]

Once Upon a Time in America
Once Upon a Time in America

[In 1931, Max picks up a just-released Noodles in a hearse]
Max: We got a rush job. Here. Come here, look at this. Come here.
[gestures to the back of the hearse]
Max: Sudden death. Fucking tragedy, huh? 26 years old.
Noodles: 26? What a shame!
Max: Great stiff. She died of an overdose.

Girl in Coffin: [sitting up] And I'm ready for another!
Max: [pushes Noodles into the hearse] Pump the life into her! You didn't turn pansy in there, did you?... There you go!
[Max starts the hearse and looks at some people surprised at the noises coming from the hearse]
Max: Turning over in the grave, they do it every

time...!
[the hearse parks in front of Fat Moe's diner at night]
Girl in Coffin: [exhausted] Don't worry. A pansy he ain't.
Noodles: Thanks.

Once Upon a Time in America
Once Upon a Time in America

Noodles: Why'd you ask me to come here, Mr. Bailey?
Secretary 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.
Noodles: It didn't say who the contract was on, though.
Secretary Bailey: Haven't you figured that out

yet?
Noodles: 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 want to miss, Mr Bailey.
Secretary 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...
[indicates the people at his party]
Secretary Bailey: They're scared I'll implicate the whole bunch of 'em, 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.

[points to a side door]
Secretary Bailey: You can get out through there. It leads right down to the street. Nobody will see you.
Noodles: I don't know what you're talking about. You don't owe me a thing.
Secretary Bailey: Your eyes were too full of tears to see it wasn't me 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.
Noodles: You're crazy...
Secretary Bailey: 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?

Once Upon a Time in America
Once Upon a Time in America

Young Noodles: You'll put up, and you'll shut up! You hear nothing, and you see nothing! Just like you did for Bugsy!