Once Upon a Time in America Quotes

Deborah Gelly: Why do you want to see me?
Noodles: Two reasons. I wanted to see if you did the right thing, turning me down to be an actress.
Deborah Gelly: Well?
Noodles: You did. You're terrific. [Disregarding the wrinkles on Deborah's face, Noodles gazes at a theatre poster of "Anthony and Cleopatra," which Deborah had just acted in]
Noodles: "Age cannot wither her..." It's like the play was written for you.
Deborah Gelly: What was the other reason?
Noodles: The other reason is... to decide whether I should go to a party tomorrow night. [Deborah is slightly amused by this answer]
Deborah Gelly: A party?
Noodles: Yeah, on Long Island. A Secretary Bailey. [Deborah gives a slight but unmistakeable start]
Deborah Gelly: Do you know Secretary Bailey?
Noodles: No, but I was invited anyway.
Deborah Gelly: If you don't know each other, why were you invited?
Noodles: I don't know. I thought you might know why.
Deborah Gelly: Me? Why me? [Noodles gets up and walks over to Deborah]
Noodles: Because you know him.

Movie: Once Upon a Time in America
Noodles: You see, I have a story too, Mr. Bailey. I had a friend once. A dear friend. I turned him in to save his life. He died. But he wanted it that way. Things went bad for my friend, and they went bad for me too.

Movie: 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.

Movie: Once Upon a Time in America
Sharkey: [O'Donnell has been shot in the leg by Crowning's henchmen] Don't worry, Jimmy. With one leg a little shy, you're gonna take giant steps.
James Conway O'Donnell: Yeah... always one step behind you, eh Sharkey?

Movie: Once Upon a Time in America
[In 1932, Noodles takes Deborah out to dinner]
Deborah Gelly: Been waiting long?
Noodles: All my life.

Movie: 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]

Movie: 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.

Movie: Once Upon a Time in America
Max : I'm not interested in friends from those places, and I don't trust politicians!
Max : You're still acting like a street schmuck! You know, if we'd listened to you, we'd still be rolling out drunks for a living!

Movie: Once Upon a Time in America
Police Chief Aiello : I'm the chief of police, not the chief of the people.

Movie: 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.

Movie: Once Upon a Time in America
Bugsy : [ Bugsy and his gang have beaten Noodles and Max ] You don't work for me, you don't work for no-one!
Young Max : I don't like bosses.
Bugsy : You'd be better off you stayed in the Bronx.
Young Max : Woulda been better for *you*, too! [ Bugsy spits on him, and he and his gang walk off ]
Young Max : I'm gonna kill him one of these days...
Young Noodles : Yeah? Meanwhile, it looks like he killed US!

Movie: 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.

Movie: Once Upon a Time in America
Dominic : Bugsy's coming! Run!

Movie: 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 ]

Movie: Once Upon a Time in America
Chicken Joe : [ as he and another thug are torturing Jimmy O'Donnell ] I don't give a *shit* about you and your Socialist workers!

Movie: 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 ]

Movie: 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.

Movie: Once Upon a Time in America
[ Noodles is raping Carol ]
Max : We're going, you coming?

Movie: Once Upon a Time in America
Bercovicz & Co. hearse : Why go on living when we can bury you for $49.50?

Movie: Once Upon a Time in America
[ first lines ] [ In 1933, two goons rudely question a young woman ]
Beefy : Where is he? Where's he hiding?
Eve : I don't know... I've been looking for him since yesterday. [ second goon slaps her harshly; she falls onto the bed ]
Beefy : I'm gonna ask you for the last time: Where is he?
Eve : I don't know... What are you gonna do to him? [ Two shots are heard ]
Beefy : [ to his partner ] Stay here in case that rat shows up...

Movie: Once Upon a Time in America
Patrick 'Patsy' Goldberg : Hey, Noodles, get a load of this... Hey, scotch heating!
Philip 'Cockeye' Stein : Yeah, a buck a cup.
Noodles : A buck a cup?
Max : Yeah!
Noodles : How much's it cost us?
Max : Costing us? A dime, including overhead!

Movie: 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.

Movie: Once Upon a Time in America
James Conway O'Donnell : Who are you? Who's paying you?
Philip 'Cockeye' Stein : I think this is gonna piss you off, Mac. I think it's those dirty politician friends of yours.
James Conway O'Donnell : 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.
Max : 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.
James Conway O'Donnell : You boys ain't a mild case of the measles. You're the plague. [ points at Crowning ]
James Conway O'Donnell : And bastards like HIM are immune. That's the difference between us and them! [ Noodles puts Jimmy's coat on him, making him flinch ]
Noodles : Take it easy! The difference is, they're always gonna win. And you're gonna keep gettin' it up the ass.
Crowning : Sooner than you think.

Movie: Once Upon a Time in America
Patrick 'Patsy' Goldberg : [ Patsy and Max have Crowning at gunpoint and are trying to get Chicken Joe and Willie the Ape to release O'Donnell ] Just swapping prisoners.
Philip 'Cockeye' Stein : Fair trade, huh, chickenhead? [ Chicken Joe turns and sees Cockeye and Noodles standing to his right ]
Philip 'Cockeye' Stein : Union boy over here, for Mister Boss Man.
Chicken Joe : Well, look who's here - Fat Moe's boneyard boys!
Max : Which reminds me... how's that cancer in your gut comin' along, Chicken Joe?

Movie: Once Upon a Time in America
Sharkey : [ O'Donnell has been shot in the leg by Crowning's henchmen ] Don't worry, Jimmy. With one leg a little shy, you're gonna take giant steps.
James Conway O'Donnell : Yeah... always one step behind you, eh Sharkey?

Movie: Once Upon a Time in America
Carol : [ looking at Noodles ] Why don't we make it a threesome, huh?
Max : Can't you see he's got other plans for tonight?
Carol : Well, bring her along! We'll make it a foursome!
Noodles : I'm not that kind of guy. Besides, I'm afraid if I give you a good crack in the mouth, you'd probably like it...

Movie: Once Upon a Time in America
Noodles : You've been around. Where'd you learn them "parlez-vous francais" dishes? Who's teaching you that stuff?
Deborah Gelly : 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?
Noodles : Yeah, it does. What about me? Am I in any of these plans?

Movie: Once Upon a Time in America
Fat Moe : When did you get back?
Noodles : Today.
Fat Moe : Why?
Noodles : They got in touch with me.
Fat Moe : Who?
Noodles : I thought you might know.
Fat Moe : Me? I don't know nothin' 'bout nobody no more.

Movie: 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 : Been going to bed early...

Movie: Once Upon a Time in America
Carol : Max made fools of us, Noodles! He wanted to die! Did you know his old man died in the nuthouse? 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!

Movie: Once Upon a Time in America