“All that we have left now are our memories.”

Sergio Leone’s Once Upon a Time in America is a disorienting cinematic experience. For more than four hours, we follow characters through key moments in their lives in three distinct eras: 1920, the 1930s, and the late 1960s. The story unfolds in a non-linear fashion, jumping back and forth between the three different eras frequently. At the center of this epic saga is David “Noodles” Aaronson, played in the ’30 and ’60s scenes by Robert De Niro and the 1920s scenes by a teenage Scott Tiler. Transitions between sequences — and other stylistic choices — indicate that the entire movie is comprised of recollections of Noodles’ memories and visions of the future. The images are stunningly beautiful — albeit gritty — and the score by Ennio Morricone is simultaneously mournful, playful, and romantic. Because of all of this, there is an almost dreamlike, hypnotic quality to the film.

At the same time, Leone almost seems to go out of his way to make the characters as unlikable as possible, which causes internal conflict for us as viewers. Is this character’s life being romanticized? Vilified? Or something in between?

The duality of the romanticized tone and the vile nature of these characters creates an unsettling disconnect for us. It can be deduced that that same disconnect exists within the characters, too — which could be why the first and last times that we see Noodles, he is lying down on a bed inside of an opium den, smoking his pain away into blissful delusion.

There is no overt narration or linear trajectory to guide us through the plot, so it is left up to us to piece together Noodles’ story from the segments we are given in the order we receive them. In the pantheon of gangster movies, Leone’s film stands on its own as a unique entity; its dreamlike tone and framework of memory recollection is most comparable to Martin Scorsese’s latest film, The Irishman, if it was merged with the young Vito Corleone sequences in The Godfather Part II.

Like The Irishman, its most modern counterpart, Once Upon a Time in America contains subplots that are about gangsters’ infiltration of and integration with unions and politicians, and like that and many other gangster tales, it draws parallels between the values of American individualism and the entrepreneurial tendencies needed to succeed in a life of crime. In both The Irishman and Once Upon a Time in America, we follow those tendencies out to the very end, and sit with characters in their old age — completely alone, their friends either dead or in jail, reckoning with their past sins.

Leone’s movie deconstructs this even further, going so far as to garishly call out the parallels between American society and the hollow greediness of the gangsters’ world. After the older Noodles confronts his friend-turned-enemy, Max, who sold out his crew to accumulate great wealth off of the backs of others’ labor, Noodles retreats to the streets outside of Max’s mansion, where a line of cars full of young people popping bottles of champagne pass him by, blaring “God Bless America” from their dashboard speakers.

The film is peppered with surreal moments like this, especially as the story nears its strange conclusion. This scene — and almost every scene involving the older Noodles, especially those involving reconciliation with old friends and a lover whom he egregiously wronged, and his trip to the cemetery to pay his respects to the dead — play out with a certain kind of dream logic: the dialogue and events make sense if you’re sitting back and letting them flow over you, but they fall apart under scrutiny.

That, paired with the nostalgia that the 1920s scenes are presented to us with, hint that we are being fed a story by an incredibly unreliable narrator who is trying to justify his own life story to himself. Bookending that story with scenes of him smoking himself away in an opium den add further fuel to that speculation.

The scenes featuring Noodles and his rebellious friends as children in the streets of Brooklyn all feel overly romanticized; we first cut back to the 1920s scenes when the older Noodles looks through a peephole in a restaurant, which he used to use to spy on his crush, Deborah. The older man looks out, and the scene seamlessly transitions to times of old as Deborah dances on a beautifully spotlit stage while the young man spies on her. So many of the scenes that follow are shrouded to varying degrees in smoke, which billows from below the New York City Streets; fog, which blows in from the rivers and harbors; and other obscurations that lend a dreamlike feel to otherwise gritty sequences. There is an entrancing mystery to it all that pulls us — and the characters — into a dangerous world.

Noodles seems to be obsessed with the passage of time. Not only does the movie jump back and forth between decades, but throughout the story, there are many moments in which he pauses to look back on what he has done and what he has missed out on in the past. He feigns enthusiasm while remarking about how much his peers have grown when he’s released from a decade-long stint in jail, and when he returns to New York in the ’60s after 35 years on the run, he dwells on the past in almost all of his conversations, and all of the decisions that he makes in these ’60s scenes are driven by him trying to make sense of the now-broken pieces of his history.

In one dramatic 1920s flashback — the first point of no return in Noodles’ and his friends’ lives — time literally slows down, as their youngest and most innocent friend runs away in slow motion from a rival gangster against the striking backdrop of the Manhattan Bridge in Brooklyn… before a gunshot tears him down to the ground.

To further codify this obsession with the passage of time into the narrative, Leone makes use of a pocket watch as a metaphor; this prop bookends the relationship between Noodles and Max. They’re first seen tossing a stolen pocket watch back-and-forth in the streets during their tenuous introduction, during which they read the time from the watch aloud several times; then, in their final confrontation, Max pulls out the same pocket watch, reads the time, and tells Noodles: “It’s 10:25. And I’ve got nothing left to lose.”

Between jail, exile, loss, and regrets, time keeps on slipping away from them all.

There are several moments in Once Upon a Time in America in which the score pulls in a motif from the song “Yesterday” by The Beatles; jarring though this is to hear mixed into a classical score, if you recall the lyrics, they speak directly to the heart of this kind of time-and-aging turmoil: “yesterday, all my troubles seemed so far away… now it looks as though they’re here to stay. Oh, I believe in yesterday…”

Because of all of these tonal shifts, dreamlike diversions, and the overall narrative fluidity, it’s difficult to say which scenes are real and which are fantasy. Over the course of four hours, these qualities transcend traditional storytelling, morphing this tale into something more akin to a fable.

The novel that this movie is based off of is called The Hoods. Leone’s title change indicates that this point-of-view is something that he brought to the table in formal terms during the adaptation process. Once Upon a Time in America is both a playful and damning title for a story such as this… one that leaves no room for questioning what the takeaway is supposed to be. Yes, the characters pick themselves up off of the streets “by their bootstraps” and go on to accrue wealth and power. But in order to do that, they end up living out a nightmarish fairy tale and sell their souls.

The recently-restored, 251-minute version of Leone’s final movie includes a number of previously-discarded scenes, including one that sums up Noodles’ motivation. “How much money do you make a week?” Noodles asks a chauffeur who questions the morality of what Noodles does for a living. “I make enough to go to school and learn for my degree,” he replies. “Good for you,” Noodles replies, “So maybe by the time you are 60, you’ll make enough,” but by then, it’ll be too late. Noodles wants to be able to enjoy life before he gets old. Taking things by force is the only way he ever learned how he could do that.

In many of the other classic gangster movies — like The Godfather — the characters are humanized, even made to be sympathetic, in spite of their horrible actions. Leone isn’t interested in that. Noodles and Max are openly, horribly misogynistic; it is telling that the only mildly-healthy relationship that they have with a woman in their entire lives is with a prostitute they grew up with. Their actions — especially Noodles’ — toward women are deplorable. They kill, steal, and stab their friends in the back for self-gain.

The other members of Noodles and Max’s gang aren’t portrayed in quite as unsympathetic a light throughout the entire film, but they are given their own low moment to shine late in the story when the gang intends to hold the police chief’s newborn baby hostage in order to force the police to back off of a striking union.

As if that wasn’t horrible enough, the gang members don’t just swap out the police chief’s baby in the hospital nursery; they swap them all with reckless abandon. Classical music swells on the soundtrack, a gang member chugs a baby bottle full of milk, and they all laugh while they swap newborn babies and their identifying tags from one crib to another until everyone’s child is unidentifiable. Tonally, it feels like a scene ripped straight out of A Clockwork Orange. They experience glee; we watch in horror.

If you find these characters to be repulsive, I think that an argument can easily be made that that is entirely the point. Leone’s deconstruction of the gangster narrative judges the characters and their world negatively, even as he portrays an idealized image of their lives through their own points of view.

And yet, though they are cruel, they are clearly in turmoil; we are made painfully aware of this by the film’s opening scenes, in which two back-to-back eruptions of violence are followed by a scene of Noodles, high on opium, being tormented by the seemingly endless ringing of a phone in his head… a phone that we later learn was the phone that he used to turn his friends in to the police on the night when they were presumably all killed.

And then, there is the romance of the score, the stunning beauty of the images, and the hauntingly memorable nature of innumerable sequences charting the melancholic passage of time in these men’s lives…

It’s no wonder that we walk away not knowing exactly how to feel, even if we judge these characters harshly. Once Upon a Time in America leaves viewers with a lot to grapple with, if you can sit through its bursts of brutality and have patience for its extended, sprawling, loose narrative.