Once Upon A Time In America Script - Dialogue Transcript

Voila! Finally, the Once Upon A Time In America script is here for all you quotes spouting fans of the movie directed by Sergio Leone starring Robert De Niro, James Woods, Elizabeth McGovern, Tuesday Weld, yadda yadda.  This script is a transcript that was painstakingly transcribed using the screenplay and/or viewings of Once Upon A Time In America. I know, I know, I still need to get the cast names in there and I'll be eternally tweaking it, so if you have any corrections, feel free to drop me a line. You won't hurt my feelings. Honest.

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Once Upon A Time In America Script



Where is he? Where is he hiding?



I don't know. I've been looking

for him since yesterday.



I'm gonna ask you for the last time.

Where is he?



I don't know.



What are you gonna do to him?



Stay here in case

that rat shows up.






Who you protecting,

you dumb asshole?



A stoolie who rats on his own friends?



They were your friends too.



I got it. You wanna end up

like that bitch, huh?



At Chun Lao's. Chinese theater.



You stay here with this barrel of shit.



Noodles. Noodles. Noodles.



Easy, easy...



This way. Hurry!



There down. Mott Street.

Go. Go. Go.












Untie me.



Stay that way. No, stay.

I want them to know I did it.



- Where you going?

- I'm gonna go get Eve.









They... They already been there.



Do you need anything?






- I got more than I need.

- Yeah, it's all yours now.



Where to?



Sir, where do you want to go?



Anywhere. First bus.






One way.



That'll be $  .  .



I wanna rent a car.



Would you fill this out, please?






I brought back

the key to your clock.



Lock the door.



When did you get back?









They got in touch with me.






I thought you might know.






I don't know nothing

about nobody no more.



You gonna offer me a drink?



Yeah, forgive me. Sure. Of course.



Please sit down.



Who's Robert Williams?



I am.



"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.



Only the synagogue didn't send that.

I got that last week.



The rabbi told me he

sent those out eight months ago.



Yeah, that's right.

That's about when I got mine.



So, what else did the rabbi say?



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.



What's this all mean?



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."



For what?



That's the one thing it didn't say.



What do you think?



I think the answer's here.

That's why I came back.



I moved everything in here.



I had to sell the house,

the backroom.



I always thought you might have

helped yourself to that million bucks.



But now I know.



You're on your ass worse than ever.



But I thought it was you who...



No, you thought wrong.



The suitcase was empty.



Then who took it?



That's what I've been asking myself

for    years.



If it bothers you, I can sleep here.



- You can have my room.

- No. It's okay.



- How's your sister?

- I ain't seen her for years.



She's a big star now.



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.



Who would've put a penny on you?



I'd have put everything

I ever had on you.



Yeah, and you would've lost.



Well, you're beat. Good night.



Good night, Moe. Thanks.



What have you been doing

all these years?



Been going to bed early.



Deborah, Papa says you should help.






We got customers all over.

We can't do everything.



Try. I've got my elocution lessons.



Fat, you better spray the toilet.

I saw a cockroach in there.






Sorry, I can't make it today.



- Okay. Bye.

- Bye.



Sorry, Fats.



- Noodles!

- Bugsy's got a job for us.



Hurry up. He don't wait.



Who you calling a cockroach?



So, what are you?

You're filthy, you make me sick.



You crawl up toilet walls

just like a roach. So, what are you?



Let go!



I make you sick, huh? Then how

come you showed me your tush?



To a roach.



Go look at yourself, David Aaronson.



She don't leave me alone, I'm gonna

give her what she's asking for.



- What's Bugsy want?

- We gotta wake up a deadbeat.



That schmuck at the newsstand

didn't pay.



Here's your money, sir.






Look at it, it looks great! Wow!



Come on, guys.



Come on, come on.



Now make up your mind.



- Noodles, let's take the dollar.

- Yeah.



Skip, here you go.



That one.






Hey, Sam, I'll see you next Thursday.



That one.



Are you nuts?



Bugsy said we could take the dollar

or we could roll the drunk.



Yeah, but he ain't even drunk yet.



We'll wait.



- Well, you roll that one over there.

- What's to roll? He drunk it all.



Bounce that little shikker.






It's Fartface.






We should've took the dollar.



Could've had    corned beef

sandwiches on poppy-seed rolls.



Look, the wagon will hide us

from Fartface. Get ready!



Now! Throw your jacket over him.



Hey, mister, you sick? Poor guy,

you'll be okay. Come on, I'll help ya.



Come on, up you go.



Now, you're worse

than my Uncle Nathan.



Why do you want to get soused?

I'll take you home.



Go, Mama.



Stop right there. Hey, you!

Yeah, I'm talking to you.



What are you kids doing here?



- What are we kids doing here?

- We're getting it up the ass.



Yeah, getting screwed.

Is there a law against it?



Can you spare a dime for

pisherkehs that just got it up the ass?



Get out of here.

Get off the street.



Get out of here.

Get off the street.



Go ahead. And don't come back.



I don't want to see you here again.

All right?



Hey, stop by for you later.



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.



- Where are you going?

- Mama, don't get worked up.



You got pots to clean.



I'll be right back, Ma.

I gotta go to the can.



Hi, Peggy.



At least you could lock the door.



Don't you like it?



I've seen better.



- You seen lots?

- How many you seen?



I'll tell you how many. None.



Let me see yours.



Looksies, no feelsies.



Peggy... Peggy, I...



- You like it, don't you?

- Not for free, I don't.



Bring me a charlotte russe,

and then you can do anything you like.



Tomorrow. I'll bring it

to you tomorrow.



- I'll bring it tomorrow.

- I don't give credit.



I promise. I promise.



You better stop squeezing me,

or I'm gonna poop in my pants.



Well, you getting out?



Come on, come on.



Give me six copies.



Drop your pants

and I'll stick it to you again.



- What do you mean, "again"?

- That's a long story.



And look what time it is.



It's already  :  . And I gotta go.



Boy, I got a lot of work to do.



Hold it a minute.



Now it's  :  .

And I ain't got a damn thing to do.



Just you wait, asshole.

I'll do something with your time.



Wait! Hey!



Since we're talking about time...



...it looks like you're gonna break

that lamp at  :  .



- Where'd you pinch this?

- It's mine.



- Prove it.

- I gave it to him.






Who the hell are you?



- Where you from?

- The Bronx.



And you give away watches?



He's my uncle.



- And who gave it to you?

- My Uncle Nathan.



My little brother.



Tell your uncle

to stop by the precinct.



- He's dead.

- Alcoholic.



In Kishnev, Poland.



Then he don't need it no more.

It's been requisitioned.



- What's that mean?

- Pinched, by him. At  :  .



Just remember,

I got my eye on you two.



I got my eye on you too.



Take it! Take it!

Take the lamp off. I can't hold it.






Who's this?



My uncle.



- That one. With the cream.

- The  -cent one?






For the twopenny one she only gives

you a hand job. I can do that myself.



Not that one!



That one.



You sure?



Wrap it up pretty.



Good morning. Peggy home?



She's taking a bath.



That's great.

Would you tell her I'm here?



Hey, Ma. Another bucket of water.






- What do you want?

- Me?



- Mama said you were looking for me.

- No. The guys told me that...



- What?

- I'll come back some other time.






Noodles! Noodles! Noodles!



Did you get it?



- His asshole blinked, but we got him.

- Nice going, Fartface. And on duty too.



You boys caught me

with my pants down that time.



No, we caught you with

your schmuck in a minor.



- Put this someplace safe.

- That's all right. Hey, hold it!



Where you going?

Hold it! Wait a minute!



Hey, you, stop! Hold it.



- What are you gonna do with that plate?

- Depends. What time is it, Max?



I think it's time

we got our watch back.



- Okay, boys, we're even.

- The hell we are.



You'll be collecting your

pension before we're even.



Hiya, fellas.



What do you boys want?



First off...



...you're paying Peggy for us.



Okay. That's it?



Go ahead while I tell him.



I can't believe it. My first time,

and a lousy cop's paying for it.



Now, look, what else do you kids

want for that plate?



Noodles was telling me about Bugsy.

Seems he's boss, thanks to you.



- Meaning what?

- Meaning he pays you off.



Will you slow down?

What is your hurry? Take it easy.



If you keep this up,

you're gonna come too fast.



Do you see what I mean?

You're so stupid. I can't believe it.



So why does Bugsy pay you?

What do you do for him?



- I close an eye once in a while.

- Well, now you close an eye for us.



Why? What are you kids up to?



He'll tell you.



Me, him, Cockeye and Patsy,

we're working together.



Bugsy'll flatten you.



Besides, I don't put up with no

trouble on my beat.



You'll put up, and you'll shut up.

You hear nothing, and you see nothing.



Just like you did for Bugsy.






Don't get upset. That makes it worse.

It can happen the first time.



- It's them two talking out there.

- Can't you see you're ruining the mood?



We made our deal.



- So take a walk.

- Come here, honey.



- Feel good, bubeleh?

- He'll never get it up.



Relax. Okay. Calm down, calm down.



Okay. Okay, come here.



I'm glad the baby's better.



- Happy Pesach, Deborah.

- Happy Pesach, Becky.



Hurry. We're gonna be late.



- There's Deborah.

- Sorry. Mama needed help.



Good girl. I just locked up,

and I'm giving you the keys.



I thought I'd just practice

my dance routines. All right?



Make sure you don't let the goyim in.



- Okay, bye.

- See you later, Debbie. Bye.



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.



What are you doing?



- Give me a drink.

- We're closed.



Nice people don't drink on Pesach.

They go to the synagogue.



So, what are you doing here?



Somebody's got to keep an eye

on the place.



There are a lot of thieves out there.

One could get into your house.



Especially if you leave the door open.



You can pray here too.



Here or in the synagogue,

to God it's the same difference.



Come over here and sit down.



"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.



Somebody's there.



There ain't nobody.



It's Max.



So that's who it was.






Go on, run.

Your mother's calling you.






Just gonna go see what he wants.



- You been here long?

- No.



Were you in there?



You're one lousy kisser.



I seen you go in there

after that ball-buster.



Here's the stuff from last night. We got

  for the silverware,   for the typewriter.



Lipschitz wouldn't cough up any more.

We gotta get somebody else.



I came to divvy up.



- Tomorrow, with the others.

- I also came to pick you up.



- I can't come right now.

- The houses, the stores are all empty.



We got our pick. You pick that.






Some partner I got. Have fun.



How's it going, boys?



Who's that?






I hear you guys are in business

for yourselves now.



I hear youse are doing real good.



Ain't you gonna introduce me

to your friend here?



I'll introduce myself.



Excuse the glove.



Son of a bitch!



That's my cut.



You don't work for me,

you don't work for no one.



I don't like bosses.



You was better off

you stayed in the Bronx.



It would have been better for you too.



- I'm gonna kill him one of these days.

- Yeah?



Meantime it looks like he's killed us.



Deborah, open up the door.



Deborah, open up the door.






- That stuff, is it ready?

- We're loading it.



- Che cazzo succede down here?

- AI, we got the big boys with us today.



- They wanna work for us.

- Doing what Bugsy did. We want his job.



Do you get that?



We the best escorts you ever gonna get.



A fangulo a ma, escort your

mother's ass out of here.



Okay. Let's go, Noodles. We'll peddle

your invention somewhere else.



Hey, wait a minute.



What invention?



- You ship your stuff by the river, right?

- Sometimes.



And when you get caught,

you throw the cases overboard.



- You lose the whole shipment.

- So?



For    percent,

we'll save it all for you.



- What do you got, a submarine?

- We got salt.



You got what?



- Me and the boys are rolling salts.

- We need   tons of salt per shipment.



Get the fuck out of here.

Go back to school where you belong.



What is it with all this salt?



Hey, hey, we got salt on our noodles.

Show 'em.



This is full of salt.



All right, come here.



- So?

- Keep your shirt on.



We gotta wait for the salt

to dissolve.



- Well?

- Hey, what's wrong?



Hey, look.









- Look at that!

- It's great.



- Noodles.

- Look.



- I see 'em! What did I tell you?

- Yeah.






- Hooray.

- Hooray for us!



We did it.



Come here, Max.



- We did it.

- No, Max, no!















What would you do without me?






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   

percent of everything we make. Agreed?






- Agreed.

- Agreed.






I wanna take another peek.



Announcing the departure of...



...the Lackawanna Railroad,

Hudson Valley Express, Poughkeepsie...



...AIbany, Utica, and Buffalo.



All aboard.



This goes to Fat Moe.

We don't tell him what it's for.



And he gives it back

only when we're all together.












Bugsy's coming! Run!






I slipped.






Wanna go in?






You a relative?



An uncle.



It's open.



"Erected to their everlasting memory

by their friend and brother...



...David Aaronson,     ."



Can I take that for you, sir?



Your limousine is waiting.






How are you, uncle?

You're looking good.



You're looking a little better.



Come on. Better get

you off the streets.



- Some limousine.

- What are you talking, huh?



We own the company now.

It's a good cover. It pays off too.



My mother wrote me you was in the

body-snatching business.



I appreciate everything you did

for my family.



Forget it. It's your dough.



It's all down in black and white

in the company books.



You're the company. You and Patsy and

Cockeye. Gravediggers and partners.



Hey, enough of this.

Business before pleasure.



We got a rush job. Here.



Come here. Look at this. Come here.



Sudden death. Fucking tragedy, huh?



-    years old.

-   ?



- What a shame.

- Great stiff. She died of an overdose.



And I'm ready for another.



Pump the life into her.

You didn't turn pansy in there, did you?



There you go.



Turning over in the grave.

They do it every time.



Don't worry. A pansy he ain't.



- Thanks.

- You're welcome, Noodles.



Whoops. Sorry.



Thanks. Good night.



- Hey, you want a little pick-me-up?

- No, thanks. I've had mine.



- Did you give her your all?

- What do you think? You bet I did.



Wait till you see this place.



It's over here.



- Where we going?

- To a place that never closes.



Whoops. Watch yourself.



What's this?



Our place.

We got the hottest spot in town.



This is the real Fat Moe's.



Get rid of that rag, will you?



- What do you think?

- It's beautiful.



- You like it?

- Beautiful. Beautiful.



Hey, give me that.



- Noodles. Look who's here.

- Patsy, look.



Come here, son of a bitch.

Come here! Come here!



- You look fantastic.

- Wait a minute.



How you doing?



- Look how big you got.

- Me?



Noodles. Oh, God.



- Noodles!

- Number three coming through.



Let's have a toast, for chrissakes!



- You look like shit.

- I just got out of prison.



- Nice guy.

- Hey, Noodles, get a load of this.



Hey, scotch heating.



Yeah, a buck a cup.



- A buck a cup?

- Yeah.



- How much it cost us?

- Costing us?



A dime, including overhead.



- Hey, Noodles.

- Fat Moe.



You look terrific.



- Look like you lost an ounce or two.

- You think I'm gonna lose hemorrhoids.



Can't recognize him without an apron.



- L 'Chaim.

- L 'Chaim.



Welcome home.



What kind of maître d' are you?

You don't even show a guy around.



- Yeah.

- What's with you?



- I didn't know. I'm sorry.

- You're some bunch of shtunks.



- You don't come up and get me.

- He's the shtunk.



- He said you weren't out till Monday.

- You get him the next time he gets out.



God forbid. God forbid.



Come on, let's see if you can

guess who it is.



Charlotte russe. With a little too

much whipped cream.






Hey, you watch it, now.

And my prices, they've gone up.



I work in a high-class joint now.

And I get paid by the pound.



My Peggy, she's worth every penny

of it too, my red-hot mama.



Come on, come on.






You've seen your old pals,

now I want you to meet some new ones.



- I'll see you later.

- You gonna lay here all night or what?



Cockeye wanted to play with the band.

I'm serious.



Come on.



- Aren't you going to say hello?

- Hello.



- Your brother's a real friend.

- He's a romantic.



- Max tell you I was getting out today?

- Max? No.



- You remembered yourself?

- No, Moe. It's always Moe.






You weren't counting the days?



Of course I was.          .



I lost track at     .



- That wasn't my choice.

- Yes, it was. It still is.



Did you come here to

welcome me back at least?



I still live here. I was on my way out.

Moe said I should say hello.



I hope Moe didn't have to

bend your arm or anything.






Welcome back, Noodles.



Hey, Noodles.



You dancing?



Every night at the Palace Theatre.



I've made some progress since I danced

here among the brooms and the empties.



You can come spy on me if you like.

If you have time.



Every night.






Go on, Noodles,

your mother's calling you.



It's good to see you again, Noodles.



My pleasure.



- Did you get the wine?

- Dago Red. The best.



How you doing?



There they are.

The four horsemen of the apocalypse.



Did you see that movie, Joe?

It's a good movie.



- Max, how are you?

- Good to see you.



- This must be Noodles.

- Noodles, say hello to Mr. Monaldi.



- Hi, how are you?

- All right.



Nice to meet you. You don't have

to call me Mr. Monaldi.



I like my friends and people I respect

to call me Frankie.



Come on, sit down.

Get some chairs and some glasses.



Sit down, relax. You're home now.



This is my very dear friend Joe.



He came from Detroit to ask me

to do him a favor.



And I wanna do it for him.



I don't have to tell you who Joe is,

how far he got, or how far he'll get.



He's not only my dear friend,

he's my brother.



I'll tell you the truth.

Even a Jew can't eat this shit.



I mean, the mustard doesn't even help.



These guys with you?



I told you these fellas are with me.



You could trust them.

You're in good hands.



Just tell them

what you want them to do.



Move some diamonds from Detroit.

Kid stuff.



Why us then?



If it's kid stuff, why not have

the kids from Detroit do it?



Excuse me, Noodles. He means that

it's something that's very simple.



But he needs kids

from outside to handle it.



He just found out they're moving these

diamonds to Holland in a few days.



So it's something came up right away.



You understand?



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.



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 jeweler.



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 jeweler...



...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.



Cock insurance.



Life is funnier than shit.






...be easy with the girl.



I mean that. Be easy with the girl.



Oh, my God!



Open it!



Who's gotten in?



Had to go and be a hero, huh?



- Open it.

- No.



- Open it!

- No, don't hurt him!



- Don't hurt him!

- Get this bitch out of here.



You animal! You asshole!



- Come on, hit me.

- What do you mean?



- Hit me.

- What, are you crazy?



- Straighten up and fly right.

- I'm all right.



Let me make it look real.

Make it look real.



- Knock it off.

- I'm all right. Let go.



- Come on, cut the act.

- Hit me!



She said hit her.

Go ahead, rap her in the mouth.



- Hit me!

- I'll hit you! You bitch!



- You animal!

- Put a cork in her.






No. Don't.



Don't. No!



No! You dirty bastards!






Try the secret compartment.









Nice matzo balls.



Beautiful. Look at that.



Okay, better wrap them up.



We're going. You coming?






- Morning.

- You get the stones?



Pay him.



- Any trouble?

- No trouble. Kid stuff.



You okay?



- How come you didn't tell me?

- Being inside can change you.



I'd already made the deal with Frankie

to get rid of Joe.



With Frankie Monaldi

you don't say, "yes" and then, "no."



You're right.

I would have said, no.



Frankie is as big as they come.



He's got the combination

in his hand.



If we're not careful,

he'll have us in his hand.



You don't get nowhere alone.



I thought you didn't like bosses.



It sounded like a good idea then.

It still is.



Think about it.



They're gonna ask us to come in

with them. There's a lot in it for us.



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.



All right.



Let's just forget about it.



Wanna go for a swim?



Yeah, let's go for a swim.



All right, what are you doing?



Hey, Noodles.

Don't fuck around, Noodles.



- Noodles, what are you doing?

- Hey!



You crazy?







Can't believe you did this!



District Attorney James Lister

was killed in an explosion of a car...



...belonging to Secretary of Commerce

Bailey as he left the secretary's estate.



Mr. Lister, killed in

the blast, was scheduled to testify...



...in Washington on Thursday

before a Senate committee.



A committee investigating what has

been called "The Bailey Scandal."



A team of detectives

has been assigned to the case.



Secretary Bailey was not available

for any statement at this time.



Did you know them?



- offices of his legal advisor,

Irving Gold...



...in hopes of getting some comment.



Mr. Gold, you're aware

that District Attorney Lister...



...is the second witness in the Bailey

Scandal to meet a sudden end.



The first was Thomas Finney,

undersecretary of commerce...



...who fell to his death from his

  th-floor office a month ago.



Is there a connection...?



Take the money and run, Noodles.

What's keeping you here?



The only remaining witness

is the man who...



...rightly or wrongly has given his

name to this affair, Secretary Bailey.






The secretary has no worries.



If he has no worries, why has he

retreated to his place on Long Island?



He's preparing his attack

on the questions...



...he will be asked by the committee.



I'd call them accusations

more than questions.



- He has no worries.

- The public does.



Particularly, in view of the rumors

about rigged contracts, bribery...



...the international Mafia. Especially

those dealing with the illegal use...



...of the Transport union

pension funds.



Could you tell us anything about that?



Gentlemen, I deny all of these rumors

and allegations against my organization.



Our hands have always been

and will continue to remain clean.



In my entire life, I've fought to keep

the American labor movement clear...



Him, I know.



- forced speculation,

criminal elements...



...or corrupt politicians.

If any mistakes have...



He's still giving out

the same old bullshit.



If any guilt at all exists

in this situation, it lies elsewhere.



What's this I've been reading

about you in the newspapers?



Inflammatory words from a union boss?



You still won't come and stop

the workers or the social movement.



Listen to me, you socialist asshole!



We don't give a good fart about the

socialist workers and their movements.



We want you out of the factory so we

can get the furnaces working again.



This is the last offer

you're gonna get.



You want to sign it or what?



Tell your bosses they can

wipe their ass with it.



Fill her up.



This is my last...



Hold it, boys. Don't shoot.



It's me, Crowning.



- Crowning.

- Yeah.



That'll do, boys.



What'll do?



We almost got the kid

where we want him.



And we got the boss where we want him.









Put 'em down.



Put your guns away, boys.



Just swapping prisoners.



Fair trade, huh, chickenhead?



Union boy over here for Mr. Boss Man.



Well, look who's here.



Fat Moe's boneyard boys.



Which reminds me.



How's that cancer in your gut

coming along, Chicken Joe?



- Untie him.

- I don't take orders from you.



We're not asking you to take orders.

We're telling you.



Now go ahead, untie him.



Untie him.



Untie him.



Who are you?



Who's paying you?



I think this is gonna piss you off, Mac.



I think it's those dirty

politician friends of yours.



Yeah? Well, you crawl back and tell

'em we don't want you in with us.



Our fight's got nothing to do with

liquor and prostitution and dope.



Well, you'd better

get used to the idea, pal.



This country is still growing up.



Certain diseases it's better

to have when you're still young.



You boys ain't a mild case

of the measles. You're the plague.



Bastards like him are immune.



That's the difference

between us and them!



Take it easy.



The difference is,

they'll always win.



And you'll keep

getting it up the ass.



Sooner than you think.



Chief Aiello, moving policemen into

the factory came as a surprise.



The press, the unions,

especially the strikers.



What did you want,

a declaration of war?



Ours was a peaceable operation.



Wasn't that contrary

to new union laws?



I'm chief of police,

not chief of people.



Was there any violence to justify...?



My motto is:

"Prevention, not repression."



You let scabs move in and work.



Young lady, you wanna talk to me,

call them "unemployed workers."



With your permission, I'll take these

flowers to my missis before they wilt.



Or maybe you heard.

I'm the father of a baby boy.



We heard he's the youngest stockholder

in that factory you occupied.



What'd you mean by that?



They say management expressed their

thanks with a present for the baby.



You know,

slander is a serious offense.



Especially from a hack reporter.



You wanna find out how serious?



But since this is my first boy

after four girls...



...I'll declare amnesty.



Behave yourself.






Thank you.



He's eating?



- For five.

- For five? Well, why not.



You could feed an army

with these milk plants.



We could open up a dairy.



Oh, hey. Che bella.



Who loves you? Who loves you?

I love you.



And I love you.

And I love you.






Don't you have

to feed him at  :  ?



Come in.



- Oh, here he is now.

- That's my son.



That's my son.



That's my son! That's my son!



Jesus Christ, they change fast.



Yeah, but he looks like my old man.



Yeah, yeah, look, same eyes.



And look, the same devilish pride.



Hey. Hey, hey.



Did you see his dickey?



- Vincent.

- What?



- The girls.

- The girls!



Sooner or later you have to learn that

after me, the boss in the house is him.



He's got balls like his papa.



- Hey!

- Let me have him.



No, no, no.

I'll do this. I'll do this, huh.



Hey. No, no, no.



Look. Hey, hey.



Let Papa change you.



Come on,

everything will be swell.



Come on, come on, come on.



What the fuck is this?



What is this? Huh? What's that?



- Look!

- It's the right number.



The right number?

I'll break your goddamn neck!



Find my son,

or I'll burn down this building.









Would you shut up?



No, hey, no. Wait, wait.

I'm not talking to you.



Well, who's this?



Never mind...

To who am I talking?



Where the hell are you?

My son, where is he?



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       screaming babies

jumping from one bed to another...



...switching tags, so now we

do have a real problem.



Piece of shit whoever you are!

What the fuck?! I want my son!



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.

- Tell me!



Why do you give a fuck

who wins the strike?



That's got nothing to do with me!

What did I do?



First of all, you let the scabs in.



Second, you've got the cops in there

protecting them.



- I'm a cop!

- All right, shut the fuck up!



Now listen very carefully.



Call off your dogs and let the strikers

work it out with the bosses.



I want my son!



Do that and we'll give

you the kid's number.



If you don't,

look for your kid yourself.



- So, what is it gonna be?

- Okay.



- I'll call my men off today.

- Attaboy.



You know, for a rotten

bastard son of a bitch...



...you're not as stupid as I thought.



- We'll be in touch.

- When will you call?



Don't worry, don't worry.

We'll be in touch with you. Bye.



- So?

- We got a deal.



- To a very smooth talker.

- Yeah.



- Mazel.

- At least.



Where's that switch list?



- The switch list?

- Yeah.



- I can't find it.

- What?



I can't find it.



- What'd you do with it?

- I think I dumped it.



What a yutz.



- Oh, Pat.

- Wait a minute, listen.



Listen, Noodles,

Noodles, wait. I remember.



The boys' numbers was odd...

Even, and the girls' was odd.



- It's simple.

- You took good stock.



Hey, let's give him an even number.



Eight. Let's pick an eight.






- Yeah, it's a good number.

- Wait. What about the other pischers?



We're better than fate.



We give some the good life,

give it to others up the ass.



All right, boys, let's settle up.

It's Saturday.




I'm gonna take mine out in trade.



You're such a nudge.



You know what? You know, I wish

I was switched when I was a kid.



What makes you think you weren't?



I don't believe it.



Hey, you guys, come here.

Take a look at who's over here.



- That suit you, Peg?

- Fine, Max.



- What've you got?

- Over there.



Well, what...?



Holy shit! Noodles! Noodles!

Come here, come here.






The blond by the piano.



- Who's that?

- Who is that?



You and this broad were

practically engaged at one point.



Oh, beat me. Oh, I love it.



- Who was it? The Detroit cock-squasher?

- Yeah.



- Peggy.

- That's not her. She looks different.



You know that platinum blond.

She's by the table.



See her? Call her in, will you?



- Carol.

- Carol, whatever.



Just tell her there's a bunch

of her old friends here.









Noodles, come here.



- Somebody here wants to see you.

- Who?



You know these guys?






I don't think so.






No. I'd remember a bunch

of good-Iookers like these.



Oh, well, how

could I forget.



There was...



There was only one of you

I got to know personally, though.



Which one?



Let's see how good

a memory you've got for faces.












We've been hanging out so long we're

starting to look alike. Hanging out.






You can call me Carol.



We've already met.






The pleasure...



...is all mine.



So you left Detroit, huh?



Her and her husband

just come in on weekends.



Yeah, beats the seashore.



She takes on    guys while her hubby

watches through the peephole.



Beats the hell out of the movies.



I wonder what that jerk

is up to in his cubbyhole?



He must be wondering

where is his fucking wife.



Why don't we make it a threesome, huh?



Can't you see he's got

other plans for tonight?



Well, bring her along.

We'll make it a foursome.



I'm not that kind of guy.



I'm afraid if I give you a good crack

in the mouth, you'd probably like it.



Have a good night, fellas.



See you later.



- Been waiting long?

- All my life.



You wanted a place by the ocean. I had

it opened. It was closed for the season.



All these tables are for two people.



Pick whatever one you want.



I like this one.



Here, sit down.



Bœuf à la mode.

Blanquette de veau.



I'll have the asperges sauce

vinaigrette and then a chateaubriand.



- Pommes frites?

- Nature.



- Comme dessert?

- I'll decide later.



- Monsieur?

- I'll have the same.



For the wine?



You decide.

I'll just have water.



- You decide.

- Thank you.



You've been around.



Where'd you learn them

parlez-vous français dishes?



Who's teaching you

that stuff?



You mean a sugar daddy,

who tries to teach me how to act?



I read books. I want to know everything.

Doesn't it make sense to have plans?



Yeah, it does.



What about me?

Am I in any of these plans?






You're the only person that I have ever...



Ever what? Go ahead.



Ever what?



That I ever cared about.



But you'd lock me up and

throw away the key, wouldn't you?






Yeah, I guess so.






And the thing is,

I probably wouldn't even mind.



- So?

- So I got to get to where I'm going.



- And where's that?

- To the top.



Now you sound just like Maxie.



Youse both alike,

that's why you hate each other.



Do you want me to leave?



No, I don't want you to leave.



You dancing?



- You asking?

- I'm asking.



I'm dancing.



To keep from going crazy, you have to

cut yourself off from the outside world.



Just not think about it.



Yet there were years that

went by, it seemed like...



...no time at all,

because you're not doing anything.



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.



At times I couldn't stand it.

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?



I'm leaving tomorrow

to go to Hollywood.



I wanted to see you tonight

to tell you.









No! No.



No. Please, no. No, please. No!



No! No! No, please!



No, no! Please, no, no. No.









Get away! Get away!



I'll be right back.



Take her home.



Take her home.






...Iook who's back.



What's this?



It's a throne.



It was a gift to a pope.



- Cost me     bucks.

- It's from the   th century.



So, what are you doing with it?



I'm sitting on it.



- You got any coffee around?

- Yes.






While you were on vacation,

we were working overtime.



The union paid off.



That's your share.



Yeah. Even that geek.

You know, Jimmy "Clean Hands."



He respects us.

I shed a little blood for the cause.



Here, it's all in the papers.



Morning Telegraph, they didn't like it.



It says, "Underworld joins strikers

in brutal battle."



But The Post, they liked it.



"Ends justify means

in decisive gangland encounter."



And they kvetched

about the Atlantic City job.



Newspaper guys never know

what the fuck they want.



- Well, you could have looked for me.

- We did.



Cockeye found you at the Chink's.



So doped up

you didn't even recognize him.



There you were.

You called me "Deborah."



Go fuck yourself.

Mind your own business.



We do our business together, and

broads do not get in the way...



...and you know it!

- Yeah?



- Yeah.

- What's she doing here?



It ain't Saturday.

She should be screwing in Detroit.



Well, she's screwing here now.



And only with Max.



Oh, yeah?



- With her husband peeping through?

- No, I left him.



You live with her and

you tell me not to mess with broads.



- You forget one thing.

- What?



- I don't give a fuck about her.

- Max...



- Shut up! Shut up!

- Hey, Maxie, tell me something.



- What'll you spend your honeymoon on?

- Shut the fuck up! Shut up!



Just shut up!



You want me to dump her?



You want me to kick her fucking ass

out of here?



Want me to kick her ass out

or what?



You want me to kick...? Get the fuck out!

Get the fuck out! Get out!



Gonna tell me I don't

have a way with women?



- Hello.

- This is Jimmy. Who 's this, Max?



No, it's Noodles.



Okay, listen.

We're gonna need you guys today.



I'm gonna be making a

tough speech, and I think you...



Go, go!



Start the engine.

I'll be right with you.



Mr. Gallagher wants you to know

he appreciates what you did.



To show his appreciation...



Here's an envelope

for the both of you.



If we gotta complete the job,

I'll let you know.



Wiped out by a blast of Cordon Rouge.



What would Crowning

and his bosses say after that?



Never be afraid of you, then.



They're still not afraid of me.

It was you boys that scared them off.



And you didn't want these guys.

You're lucky you got party leaders...



...like me who care about the union.



The strike is settled. We won.

That's what counts. Am I right, Jim?



It was tough for Jimmy not

to be there to sign the contract.






What's tough is, you did more in a night

than I could in two years of talking.



- Forget it.

- To the hottest newcomer...



...in American unions, Jimmy Conway.

- Now you're talking.



Roll out the barrel.



- And God bless.

- Drink up, Jim. Suck it right down.



You must be crazy giving him drinks.

We're going to operate.



What's the rush? They already told me

I'd be a gimp the rest of my life.



Don't worry, with one leg a little shy,

you're gonna take giant steps.



Yeah. And always one step

right behind you, Sharkey?



Make sure they work on

the right leg, Jim.



It's only blood, huh?



You boys got yourself a real martyr

for a friend. Make it work for you.



Yeah, but what are we going

to do with a martyr?



Times change. Prohibition won't

last much longer. Take it from me...



...a lot of you will be out of work.

- Go on, Mr. Sharkey. We're interested.



You ever think of setting

yourselves up in business?



All those trucks used to haul liquor,

soon be selling them for nothing.



I'm talking about hundreds of vehicles

controlled by a national organization.



And supported by a powerful union

headed by Jimmy.



Whatever you ask,

there's no way he can turn you down.



You gotta be kidding, Sharkey.



Jimmy "Clean Hands"

in business with us?



They won't be clean for long,

with the hands he'll shake.



Everything in good time.



- We're not interested.

- What's the matter, you got a problem?



We got plenty of money tucked away.

Why not invest it?



I'll put the party behind you.

And I got friends in high places.



I'm not interested,

and I don't trust politicians.



You still think

like some street schmuck.



If we'd listened to you,

we'd still be rolling drunks.



- You broke?

- Don't bust my balls.



I am talking about real money.



This is real money to me. It's a lot

of money. You want any of it?



- You carry that stink of the street.

- I like that. It makes me feel good.



I like the smell of it.

It opens up my lungs.



And it gives me a hard-on.



You're carrying dead weight, Maxie.



One of these days,

you're gonna have to dump it.



Let me know

when you're gonna dump me.



Meanwhile, I'll be in Florida.

I got a yen for the seashore.



Listen, I was thinking it over...



...and I guess I kind of got a yen

for the seashore myself.



You wanna go swimming?



Yeah. Yeah, let's go for a swim.



Read all about it!



Read all about it!



Hey, Maxie.






How much money we got put away?






Because we're unemployed.



About a million bucks.



- Oh, yeah? Where'd you put it?

- In my underwear.



I'd have found it there.



We gotta reorganize, Max.

And I got a couple of good ideas.



Me too.



If I had a million bucks,

I'd take it easy.



We'll take it easy when we got   .



- Fifty.

- Where you gonna get that?



Right here.



What's that?



It's a dream.



A dream I've been dreaming

all my life.



I swear to God, you and me together,

we can make it come true.



What is it?



The Federal Reserve Bank.



It's the biggest step

we can take, Noodles.



You're really crazy.



Don't you ever say that to me.

Don't ever say that to me again!



What chance is there that a crazy

thing like this might succeed?



Don't ask me, ask Max.



You know as well as I do that this is

suicide, pure and simple, for everyone.



Yeah, well, don't tell me, tell him.

You got your own methods.



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.



He's gonna do it with or without you.



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.



You know,

if you were all in jail first...



...there wouldn't be any bank job.



I got the idea from your friend Max.



What do you mean?



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.



Get out!



Take a cab. I'm busy.

I got things to do. Get out.






Make up your mind fast, huh?



What's the matter?



Aren't you having a good time?



Why are you going out tonight?



Why bother now that prohibition

is almost over?



Everybody's selling. We got friends

who wanna get rid of booze.



Practically nothing.

So we figured, why not.



I'm gonna be gone for a while.



I'll be waiting at the hotel.



I like it when you come home

late and wake me up.



I'm not gonna be home tonight.



I'm not gonna be home tomorrow either.



I thought these things

only take a couple of hours.



Ladies and gents, I drink to the demise

of Fat Moe's speakeasy.



Who the hell wants to drink

here legally anyway, am I right?



Okay. Come on, Moe, set them up.

Go on, get in there.



Here's mud in your eye.






Let's drink to our last shipment.



There's more onboard

tonight than just booze.



It's    years of our lives. Ten years

that were really worth living.












- L 'Chaim.

- L 'Chaim.



How long will I have to wait?



A year and a half, more or less.



Six months off for good behavior.



- What are you gonna do?

- Don't ask.






Police, please.



Fifth Precinct. Sergeant Halloran.






Who 's speaking? Can I help you?






I got a good tip for you.



- Yeah, who is it?

- It's Max. Open the door.



- What's the matter with you? You sick?

- No, I'm fine.



You don't look it.



Maybe you'd better

stay home tonight, huh?






You know, I've been

watching you all night.



And you've been drinking like a fish.



Trying to get your courage up?



We're only bringing in

a shipment of booze.



It's got so you're even

scared to do that.



Maybe you just better

stay home tonight.



With Eve.



Hey, Maxie, everywhere you go,

I go too. Remember that.



Maybe Sharkey was right.



Maybe I ought to just dump you.



- You're really crazy.

- Never say that.



Don't say it!



Max made fools of us, Noodles.

He wanted to die.



Did you know his old man

died in the nut house?



Max didn't want to

end up the same way.



So he put the idea

in our heads to tip off the cops.



And when they stopped the truck,

Max started shooting first...



...just to get himself killed.



What is this?



Opening night.



Fifteen years ago.



Who's this?



Patron saint of the place.



And some actress.



Do you know her?






Hello, Deborah.



Aren't you gonna say anything?



What is someone

supposed to say after...



...more than    years.



Well, how about, "How you doing?

You're looking good."



Or, "I was hoping I'd never

see you again."



I never thought I would.



There's a difference.



At least you recognized me,

that's something.



Actresses have good memories.



You want a drink?



I'm having one.






- Yes, miss?

- That's all for now. You can go.



All right, miss.



She called you "miss."



You never got married?






You live alone?






Where were you?



I was out of town.



Have you been back long?



A couple of days.



Are you staying?



That depends.



Why do you want to see me?



Two reasons.



Wanted to see if you did the right thing,

turning me down to become an actress.






You did. You're terrific.



"Age cannot wither her."



It's like the play

was written for you.



What was the other reason?



The other reason...



...is to decide whether I should go

to a party tomorrow night






Yeah, on Long Island.



A Secretary Bailey.



Do you know Secretary Bailey?






But I was invited anyway.



If you don't know each other,

why were you invited?



I don't know.



I thought you might know why.






Why me?



Because you know him.



- Who is it?

- It's me, David.



- No, David.

- Can I come in?



No. Just wait outside, I'll call you.



Okay, I'll be right here.



- What does Bailey want from me?

- You came to ask me that?



- Why'd he send me an invitation?

- I don't know.



Why should I know about your

invitations? I don't know anything.



What do you want?

Why did you come here? I know nothing.



Now you're a lousy actress.



Who is Secretary Bailey?



Secretary Bailey is a rich businessman.



He came to the United States as

an immigrant and made a lot of money...



...in San Francisco and L.A.,

where he's lived for    years.



I know all that. It's all in the papers.

What else is there?



He married a very wealthy woman.



They had a child.



She died when the child was born.



A few years ago, he went into politics.

Moved here.



That's history. I'm not talking

about that. I'm talking about now.



Right now he's in trouble.



Just tell me you've been living with him

all these years, and you're his lover.



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.



There's an exit back this way.



Noodles, go through it.



Keep walking.



Don't turn around.



Please, Noodles.



I'm begging you. Please.



Are you afraid that I'll turn

into a pillar of salt?



If you go out that door, yes.



This is Secretary Bailey's son.



His name's David, just like yours.



Please go in.



What are you waiting for?



I don't understand, Mr. Bailey.



Sit down, Noodles.



Make yourself comfortable.



I'm glad you accepted my invitation.



Well, I was curious.



So many important people in one place.



Yes. Well, the rats usually

desert a sinking ship.



But in my case, they appear to be

flocking onboard.



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.



Why'd you ask me

to come here, Mr. 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.



It didn't say who the contract

was on, though.



Haven't you figured that out yet?



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.

- 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.



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.



You can get out through there.



It leads right down to the street.

Nobody will see you.



I don't know what you're talking about.

You don't owe me a thing.



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.



You're crazy.



You said that to me once before,

a long time ago.



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    years of grief

over having killed me.



Now, why don't you shoot?



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...






Some of the jobs we took,

and some we didn't.



Yours is one we would never touch.



Is this your way of getting revenge?






It's just the way I see things.



It's   :  ...



...and I've got nothing left to lose.



When you've been betrayed by a friend,

you hit back.



Do it.



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.



It went bad for him,

and it went bad for me too.



Good night, Mr. Bailey.



I hope the investigation

turns out to be nothing.



It'd be a shame to see

a lifetime of work go to waste.


Special help by SergeiK