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

Noodles: What does Bailey want from me?
Deborah Gelly: You came to ask me that?
Noodles: Why'd he send me an invitation?
Deborah Gelly: I don't know! I don't know! I don't know! Why should I know about your invitations? What do you want? Why did you come here? I know nothing! I know nothing!

Noodles: Now you're a lousy actress...

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

[Noodles gives Moe a letter to read]
Fat Moe: Who's Robert Williams?
Noodles: I am.
Fat Moe: [reading] "We wish to inform you that following the sale of the Beth Israel Cemetery..." The synagogue sent these out if you wanted to relocate your loved ones. I got the same letter on account of my father.

Noodles: Only the synagogue didn't send that. I got that last week, and the rabbi told me he sent those out about eight months ago.
Fat Moe: Yeah, that's right. That's about when I got mine. So... what else did the rabbi say?
Noodles: He said I was lucky. The bodies of... Philip Stein, Maximilian Bercovicz, Patrick Goldberg... were

already spoken for. And they were up in a very fancy cemetery in Riverdale.
Fat Moe: What's this all mean?
Noodles: It means, "Noodles, though you've been hiding in the asshole of the world, we found you. We know where you are." It means, "Get ready."
Fat Moe: For what?
Noodles: That's the one thing it

didn't say.

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

[after switching Aiello's baby boy]
Max: So?
Noodles: We got a deal.
Max: To a very smooth talker.
[the gang cheers]
Noodles: Where's that switch list?
Patrick 'Patsy' Goldberg: The switch list?
Noodles: Yeah.
Patrick 'Patsy'

Goldberg: I can't find it.
Max: What?
Patrick 'Patsy' Goldberg: I can't find it!
Noodles: What'd you do with it?
Patrick 'Patsy' Goldberg: I think I dumped it.
Max: What a yutz!
Noodles: Oh, Pat...
Patrick 'Patsy' Goldberg:

Wait a minute, listen... Listen, Noodles. Noodles, wait, I remember... the boys' numbers was odd... even! And the girls' was odd!
Philip 'Cockeye' Stein: [sardonic] You took good stock.
Noodles: Hey, let's give him an even number. Eight... let's pick an eight.
Patrick 'Patsy' Goldberg: Eight... yeah, it's a good number.

Philip 'Cockeye' Stein: Wait, what about the other pischers?
Max: We're better than fate. Some we give the good life, others we give it up the ass.

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

Joe Minaldi: [inspecting diamonds through a loupe] Any trouble?
Patrick 'Patsy' Goldberg: No trouble. Kid stuff.
[Pulls out a gun and shoots Joe in the eye through the loupe]

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

[about Max's Reserve Bank job]
Carol: What chance is there that a crazy thing like this might succeed?
Noodles: Don't ask me, ask Max.
Carol: You know as well as I do that this is suicide, pure and simple, for everyone.
Noodles: Yeah, well, don't tell me, tell him. You got your own methods.

Carol: I tried. He doesn't want to screw anymore. All he thinks about is this job: tear gas, hostages... Now he's gonna do this, and he's gonna do it with or without you!
Carol: Noodles, we've never liked each other. We put up with each other for Max. So why don't we get together once... and do something for him. And after that, we can go back to being

enemies.
Carol: You know... if you were all in jail first... there wouldn't be any bank job.
Carol: I got the idea from your friend Max.
Noodles: What do you mean?
Carol: He laughs at you. He makes fun of you. He says Eve has got you by the balls. Every time you walk past this place, you shit in your

pants. You'd do anything for the cops to pick you up, so you wouldn't have to do this. Well then, do it. Do it! Put him in jail. Put him in jail. Not long, just long enough so he can get the idea out of his mind. If you can't stand being away from him, put yourself there too. Better off than being dead. You know what to do. And if you don't, I will.

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

Frankie Minaldi: [introducing the gang to Joe] Here they are, "The Four Horsemen Of The Apocalypse"! Did you happen to see that movie, Joe? It's a good movie.

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

[Noodles meets a young man, the spitting image of Max]
Deborah Gelly: This is Secretary Bailey's son. His name is David, just like yours.

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

[Noodles meets Fat Moe after raping his sister Deborah]
Noodles: You got any coffee around?
Fat Moe: Yes.
Noodles: Thanks.
[stirs coffee for 60 seconds]

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

[as Deborah dances to a record of "Amapola", she catches Noodles spying on her in the bathroom]
Young Deborah: Get down off of there, roach! That record's just like Ex-Lax - every time I put it on, you have to go to the bathroom!

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

[In 1931, Max greets Noodles, who has just gotten out after 10 years in prison]
Max: Can I take that for you, sir? Your limousine is waiting.
[takes Noodles' bag]
Noodles: Maxie...
Max: You're looking good.
Noodles: You're looking a little better.

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

Secretary Bailey: Sit down, Noodles. Make yourself comfortable. I'm glad you accepted my invitation.
Noodles: Well, I was curious. So many important people in one place...
Secretary Bailey: Yes. Well, the rats usually desert a sinking ship. But in my case, they appear to be flocking on board.
Noodles: Yeah,

well, I read about your troubles in the newspapers. But a man in your position, with all your power and all your privileges, has to assume a certain amount of responsibility... a certain amount of risk.

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

[Chief Aiello's son is missing and he gets a call almost immediately]
Police Chief Aiello: My son, where is he?
Noodles: Where do you think? He's in the maternity ward. He never left. He got restless, so he wanted to change his bed. The other kids got the same idea, so they wanted to change their beds. You got thirty, forty screaming babies jumping

from one bed to another, switching tags. So now we do have a real problem.
Police Chief Aiello: Piece of shit, whoever you are! What the fuck? I want my son!
Noodles: Luckily, we were there to see that everything was under control. If you want, we can put everything back. Except you gotta meet us halfway.
Police Chief Aiello:

Tell me!
Noodles: Why do you give a fuck who wins the strike?
Police Chief Aiello: That's got nothing to do with me!... What did I do?
Noodles: First of all, you let the scabs in. Second, you've got the cops in there protecting them.
Police Chief Aiello: I'm a cop!
Noodles: All

right, shut the fuck up! Now listen very carefully: call off your dogs and let the strikers work it out with the bosses.
Police Chief Aiello: I want my son!
Noodles: Do that, and we'll give you the kid's number. If you don't, look for your kid yourself. So what's it gonna be?
Police Chief Aiello: Okay. I'll call my men off

today.
Noodles: Attaboy. You know, for a rotten bastard son of a bitch... you're not as stupid as I thought. We'll be in touch.
Police Chief Aiello: When will you call?
Noodles: Don't worry, don't worry, we'll be in touch with you. Bye.
[hangs up]

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

[Noodles is spying on Deborah as she dances]
Young Deborah: Fats, you better spray the toilet! I saw a cockroach in there!

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

Young Max: From here on, we establish the shared funds of the gang. They belong to all of us together, and to none of us alone. And we solemnly swear to put in 50 per cent of everything we make. Agreed?
Young NoodlesYoung CockeyeYoung PatsyDominic: Agreed.

Dominic: I wanna take another peek!

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

Noodles: Let's go for a swim...
[accelerates the car down the pier]
Max: All right, what are you doing?
Philip 'Cockeye' Stein: Hey, Noodles... Don't fuck around, Noodles!
Max: Noodles, what are you doing?
Patrick 'Patsy' Goldberg: HEY! You crazy?
[Noodles drives the car

off the pier into the water]
Max: SHIT! ASSHOLE! I CAN'T BELIEVE YOU DID THIS!

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

Dominic: Bugsy's coming! Run!

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

Noodles: Well, at least you recognized me. That's something.
Deborah Gelly: [sardonic] Actresses have good memories.

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

Deborah Gelly: I'm leaving tomorrow to go to Hollywood. I wanted to see you tonight to tell you.

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

Police Chief Aiello: I'm the chief of police, not the chief of the people.

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

Patrick 'Patsy' Goldberg: You know what? You know, I wish I was switched when I was a kid.
Noodles: What makes you think you weren't?