There are many themes present and over the course of Once Upon a Time in America, they are fleshed out to their full realization. One of the most prominent themes present in the movie is that of guilt and betrayal, driving the heart of the film. When the viewers are first introduced to Noodles, the protagonist of the film, he is seen in an opium den experiencing what can be described as a drug induced guilt trip for betraying his partners in crime. Throughout the rest of the film the audience is clued into what he did to feel this way, but in the end his guilt is assuaged as he discovers that he was not the one who betrayed his friends, but was in fact betrayed by his closest friend, Max. Sound and music are integral elements to the development of this theme, as the musical themes of “Love and Friendship”, “Childhood Memories” and “Cockeye’s Song” are used to great effect to give insight into the emotional state of Noodles, and develop the themes of guilt and betrayal throughout the film.

     “Childhood Memories” is first heard one hour and thirty minutes into the film when Noodles enters the mausoleum that contains the coffins of Patsy, Max and Cockeye. At this point in the film the audience has already been shown the nature of their relationship and developed an attachment to these characters. The choice to score this scene with “Childhood Memories” is powerful because the music reflects the deep sense of regret and loss that Noodles is feeling and translates these emotions to the audience. The fact that there are only four repeated notes in the melody with no huge jumps between them drives home the fact that Noodles has been replaying his own actions constantly in his head, grappling with the death of his friends being his own fault. The pan flute is used as the instrument produces a haunting sound, as if from another realm. The melody is high pitched and with a solo instrument which usually reflects youth in films, which could be referencing how young Noodles was when he made the decision to betray his friends and how long he has been carrying this guilt around with him

      The second and only other time that we hear this musical phrase used in the film comes a few minutes after the first one, separated by a brief reprise of the “Love and Friendship” theme. The decision to play this theme back to back like this in such a short space of time reflects how often Noodles thinks about the betrayal of his friends. The visuals mirror this idea as we see the repeated motion of him opening and closing the door to the mausoleum synchronize with the repetition of the musical theme. The undulating pan flute melody repeats and stops as the door is closed, leaving Noodles to sit and reflect on the actions that he has taken that have led him to this point. The silence after using the musical theme twice in quick succession in this manner allows the audience to sit and digest the evident importance of these people to Noodles and understand how deeply their deaths have affected him.

     The “Love and Friendship” theme is used a total of three times in the movie. The audience is first exposed to it one hour and thirty-two minutes in the film, between the two renditions of “Childhood Memories” as mentioned above. This theme is very warm and romantic with very subtle steps ascending a scale. It is played primarily on string instruments, with the main melody being provided by violins while there is a subtle bassline played on the cello. This theme is in a major key, which reflects the happy memories that Noodles would have made with his friends during their lives together and the deep love that he had for them. The melody is also bittersweet, as it ends on an almost minor note, mirroring the nostalgia and longing that Noodles experiences in this scene. The violin melody and cello bassline provide the warmth, while the associated close-up shot of Noodles while this song is playing allows the audience to understand the emotional significance of the memory of his friends, which is underscored and emphasized by the score.

        The second time the “Love and Friendship” theme is used is two hours and fifty-seven minutes into the film when Noodles and Max or on a beach in Florida. This is the first time that Noodles begins to worry about Max’s sanity and foreshadows his eventual betrayal of Max. The long shot of Noodles’ face, clearly in deep contemplation about what Max has just said coupled with the “Love and Friendship” theme create a tension that is resolved when Noodles finally says, “You’re really crazy man.”. The music also changes from slow steps on a scale to quick jumps as Max confronts Noodles but returns to the original melody as Max walks away. This decision clearly places the point of view with Noodles and what is happening in his head at that time. The music brings about a feeling of sympathy for both these characters, Noodles for having to watch his friend descend down a criminal rabbit hole, possibly biting off more than he can chew and sympathy for Max in that he is afraid to lose what he has worked so long to build to the point where he would risk his life and freedom to maintain his lifestyle. It is clear through DeNiro’s performance that Noodles is conflicted about Max’s proposal, as on the one hand he does not want to betray his friend’s trust and desires to support and love him, but on the other does not want to see him go to jail. The music in this scene underscores this internal conflict excellently and foreshadows the resolution of his internal conflict by calling the police on Max.

        The last time the audience hears the “Love and Friendship” theme is towards the end of the film, once it is revealed that Max is indeed alive and has been living under an alias for all this time. It sutures the montage of their misadventures to this point together as Noodles reflects on their friendship after Max asked him to assassinate him. The romantic, nostalgic tones are still present, but their connotations are much different now based on the visuals that accompany the sound. There is a finality and resolution present in this rendition of the musical theme that was not present previously as through this new information Noodles feels as though he is free of the guilt that haunted him before. There is no longer longing for the past and to correct his former misdeeds, but it is instead replaced with an appreciation of his history and acceptance that there is nothing that he can do to change it. This final rendition of the “Love and Friendship” theme completes the arc of the guilt that Noodles had been carrying with him for the entirety of the film.

          “Cockeye’s Song” is musically very similar to the “Childhood Memories” theme but is slightly more menacing as it does not have a musically satisfactory conclusion. The melody continues in a suspenseful vain on the pan flute and is slightly higher pitched. It is frequently used during scenes that are important to Noodles’ character development and underscore the conflict and guilt he feels as a result of the choices he makes in the scene. Much like the “Childhood Memories” theme, there are four repeated notes that are clustered close together and repeated a few times, which highlights his conflict and the way that his mind circles around the same issues or decisions multiple times. Additionally, the instrumentation is often more complex than that of the “Childhood Memories” including instruments like violins to add depth to the musical theme.

      The first time the audience is introduced to “Cockeye’s Song” is twenty-one minutes into the movie as Noodles is deciding to run away from New York for his own safety. The song is used in this instance to highlight how unsure Noodles is of his decision and how uncomfortable he is in making it. The repetition of the melody reflects the guilt he feels as his mind runs in circles around the idea of abandoning his friends as well as the life that he has built for himself in the city. The theme ends in a major resolution in this rendition as the scene cuts to him returning to New York as an old man, insinuating that he had come to terms with his decision to do what was best for him at the time.

     The theme is used again an hour and fifteen minutes into the film after Noodles leaves Deborah to see what Max wants outside and is consequently ambushed and beaten by Bugsy and his thugs. The regret Noodles feels in this instance is of course as a result of abandoning Deborah and feels conflicted in that his two interests, love and money, cannot coexist in their current manifestations.

      At an hour and thirty-five minutes into the film, “Cockeye’s Song” is played again as Bugsy ambushes and kills Dominic. The conflict here is clear and the inclusion of this theme adds drama and tension to the scene. This is the first time that Noodles sees the potential repercussions of his life of crime as he experiences the loss of a dear friend. He feels guilt in letting his dear friend die and is conflicted about the choices that he has made to lead him to this point.

     Two hours and forty-two minutes into the film “Cockeye’s Song” is once again included and is most notably diegetic in this scene. The choice to make the song diegetic, played by Cockeye on the pan flute, makes the tension and conflict present in the scene that much more palpable and real. The musical theme underscores the conflict and resentment building up between Noodles and Max. This foreshadows Max’s eventual fall from grace and Noodles’ growing concern for his friend.

      These three themes, “Childhood Memories”, “Cockeye’s Theme” and “Love and Friendship” all provide invaluable support for the development of the themes of Guilt and Betrayal in Once Upon a Time in America. The music is used skillfully throughout the film to underscore important points, give insight into character’s minds and foreshadow crucial plot points. Without the inclusion of these themes, the film would not be as nuanced as it is today and through their inclusion we get a completed story arc of Noodles’ experience of guilt and betrayal.

-Mr. D