(^ Poster I made in the style of a prohibition era movie poster)
I've been fascinated by 'Once Upon A Time In America' ever since I first saw the standard 229-minute cut on DVD, then on Blu-Ray. I've also been excited by talk of a much longer version (which is still to be fully completed and released by Martin Scorsese and co), and intrigued by the near mythical bastardised US Theatrical Cut, which had been released in theatres but never on home video... or so I thought. It was supposed to be cut in half and arranged chronologically, it would surely be awful but I still wanted to see it, out of morbid curiosity if nothing else. In December 2020,
@matrixgrindhouse revealed that a rare VHS capture of the US-TC had appeared on the internet, so I was eager to start analysing the differences. Through several other projects, I've learned that the easiest and best way to do that is to just drop both cuts onto an editing timeline and start conforming one to the other, frame by frame. So this project was both to make an HD version of the US-TC and by doing so, study it much closer.
I wanted to watch the much shorter, "sacrilegious" US Theatrical Cut in HD, with clear sound, not in the terrible quality, 4:3 cropped and (towards the end) unlistenable VHS tape capture, which seems to be the only proof that this version really existed. So I edited the standard Blu-Ray version, shot by shot, or frame by frame, to match the VHS video. Then tried to reconstruct the audio as closely as possible, only using the VHS audio for unique sections of music, dialogue and soundFX (which thankfully were few and far between). I've also recreated the opening and closing credits in HD, although the latter could not be remade using the on-set photos used on the VHS, since I could not find all of them in anything like acceptable, or consistent quality. I wanted to only use HD material, so a few unique VHS shots have been replaced with analogous spare blu-ray shots.
Sources:
- 'Once Upon A Time In America' standard cut blu-ray (the partially extended blu-ray was considered as a source).
- 'Once Upon A Time In America' US Theatrical Cut VHS tape.
- 'Once Upon A Time In America' standard & extended soundtracks.
- freesound.org
To make this version I edited the standard Blu-Ray version, shot by shot, or frame by frame, to match the VHS video. The rare Blu-Ray of the partially extended cut was considered as the main source but it didn't contain a single frame that was in the US-TC, which was not also in the standard cut. I also didn't care for it's muted greenish grade, so I went for the more vibrantly coloured standard Blu-Ray, albeit with a slightly more sepia tint, closer to the extended grade. Then I tried to reconstruct the audio as closely as possible, only using the VHS audio for unique sections of music, dialogue and soundFX which proved near impossible to reconstruct (which thankfully wasn't too often). I've also recreated the opening and closing credits in HD, letter by letter, although the latter could not be remade using the production photos used on the VHS, since I could not find all of them in anything like expectable, or consistent quality. Therefore I took screenshots from the film, that looked as close to the originals as possible.
There are 27 unique shots spread across the whole US-TC VHS but since so much footage was deleted to make the shorter version, I was able to cover those seconds quite well with remaining footage. So this version is not 100% faithful to the experience of seeing this in US theatres but it is all in HD. I thought the step down in quality would've been so distracting that it would have ruined the experience anyway and made it hard to fairly evaluate this version against the pristine blu-ray cut. I've included a video demonstrating these unique shots in their original context below, plus there is the option of viewing a bonus version retaining the unique footage.
Over the final 40-minutes, the VHS audio steadily degrades to the point where dialogue, music and soundFX become almost inaudible. So for that final section, I could ideally only use audio from the Blu-Ray. Unfortunately there were of course points in this section where I needed the VHS audio for this radically different cut. In those points I had to rescore some parts, source new soundFX, carefully mix in pieces of the bad VHS audio, with AI processing to clean the dialogue and in one case resort to AI to generate new Robert De Niro dialogue for me. I've included the option to watch with my reconstructed audio, or the original VHS audio, or a hybrid of the two where only the last terrible section is replaced, starting after the beach holiday scene.
- Standard blu-ray Cut: 229 minutes
- US Theatrical Cut Reconstruction: 144 minutes
- Time Cut: 85 minutes
Cutlist:
There is so much cutting back and forth to put a non-chronological flashback movie, into chronological form, that a full cutlist would probably be too confusing. So here are just the more notable changes I made. Unless stated, I used the blu-ray audio. Mostly when I've switched to the VHS audio it's because it featured unique sound/dialogue, or had unique music when the blu-ray didn't, or vice versa.
00.00.00 - Added fanedit.org & TM2YC titles.
00.01.01 - Used VHS audio for the opening credits music, until Deborah takes the needle off the record.
00.01.07 - Recreated the 5-minutes of opening credits in HD, over the re-edited blu-ray footage. I tried to get the placement of everything as pixel accurate as possible and time the fades the same way. Some of the shots lengths as Deborah is dancing are a few frames longer, or a few frames shorter on the blu-ray (for reasons I can't explain), so I opted to not change that, rather than mess with creating artificial new frames.
00.04.28 - Mixed in Noodles' sound of surprise from VHS.
00.07.12 - Mixed in some more crowd noise to cover the gap in the blu-ray audio caused by the new cut.
00.07.41 - Switched to the VHS audio for the scene where the boys watch the news stand burning.
00.11.28 - Switched to the VHS audio for the scene where Patsy picks out the Charlotte Russe.
00.15.29 - Switched to the VHS audio for the scenes where Noodles follows Deborah through the streets on Pesach and into the building. Until Deborah switches off the music.
00.22.07 - Recreated the 4-second look of Deborah watching Noodles leave, to match the VHS.
00.22.11 - Mixed in the door sound from the VHS.
00.23.57 - Mixed in Max's sound of pain from the VHS.
00.24.33 - Replaced the 4-second VHS shot of Noodles being dragged from under the cart with spare footage from the blu-ray.
00.25.09 - Switched to the VHS audio for the scenes of the boys on the ground in pain and them meeting the Italian gangsters (who speak English on the VHS), until the boss grabs Dominic.
00.25.44 - Replaced 6 unique VHS shots of the Italian gangsters with spare footage from the blu-ray. Plus looped one shot of Cockeye to cover the change.
00.27.58 - Mixed in buoy bobbing sound from the VHS.
00.28.54 - Switched to the VHS audio for the scene of the boys walking to the station, until Max opens the locker.
00.30.47 - Switched to the VHS audio while Dominic has one last look at the money.
00.32.55 - Switched to the VHS audio for Dominc's death scene, until Noodles stabs Bugsy.
00.34.49 - Switched to the VHS audio for the scenes of Noodles' imprisonment, until they get to the hearse.
00.36.16 - Recreated the VHS' looped up cross-fade from young to older Max in HD
00.38.17 - Switched to the VHS audio for the intro into Fat Moe's, until they come down in the lift.
00.39.12 - Re-timed the blu-ray dialogue by Max to match the VHS timing.
00.41.49 - Mixed in Noodles saying "What's going on over hear?!" from the VHS.
00.42.46 - Switched to the VHS audio for the scene where Noodles reunites with older Deborah, until Joe is introduced.
00.47.03 - Re-timed the blu-ray dialogue by Frankie to match the VHS timing.
00.51.05 - Mixed in the security buzzer sound from the VHS.
00.51.48 - Mixed in Noddles saying "straighten up" from the VHS.
00.51.59 - Mixed in Carol shouting "Hit me!" from the VHS.
00.52.18 - Mixed in Carol repeating "No" from the VHS.
00.52.49 - Mixed in the sound of Max hitting the jeweller from the VHS.
00.54.27 - Mixed in the engine idling sound from the VHS.
00.54.59 - Mixed in one brief missing bit of gunfire from the VHS.
00.55.05 - Switched to the VHS audio for the long-shot of the gang driving away from the gun fight.
00.57.10 - Switched to the VHS audio for the scenes of the car driving into the dock and the start of the Jimmy scene, until the "inflammatory words" line.
00.58.13 - Mixed in sound of gasoline being poured on Jimmy from the VHS.
00.58.35 - Mixed in car door echo from the VHS.
00.58.51 - Mixed in cough from the VHS.
00.59.17 - Mixed in more coughing from the VHS.
01.00.55 - Switched to the VHS audio for the transition between the warehouse scene and the reporter questioning Chief Aiello, until he replies.
01.02.31 - Switched to the VHS audio for the scene of the baby heist (as it features audible dialogue, where as the blu-ray is just music).
01.19.37 - Replaced 5 unique VHS shots of Noodles speaking to Deborah on the beach, including the cross-fade into the scene, with spare footage from the blu-ray.
01.19.43 - Switched to the VHS audio for the scenes on the beach and in the car, until Noodles assaults Deborah.
01.22.54 - Mixed in Deborah crying from the VHS.
01.24.58 - Switched to the VHS audio for the scene at the station.
01.25.56 - Replaced 2 unique VHS shots in the station scene with spare footage from the blu-ray.
01.29.00 - Adjusted the length of the reaction shots to Noodles stirring his coffee, so that I have enough footage of Fat Moe to use later.
01.33.08 - Switched to the VHS audio for the reaction to Jimmy having been shot.
01.33.10 - Replaced 4 unique VHS shots of Noodles and Max reacting to Jimmy being shot with one long shot of Fat Moe taken from earlier in the blu-ray.
01.36.14 - Replaced unique close-up VHS shot of Max sitting down, with the wide shot from the blu-ray, plus a looped reaction shot of Noodles to cover the gap.
01.36.16 - Mixed in Max saying "We're interested" from the VHS.
01.38.51 - Switched to the VHS audio for the beach holiday scene, until the crowd react to prohibition ending.
01.41.45 - Switched to the VHS audio when Max discusses the bank heist, until Noodles and Carol are in the car.
01.44.27 - Mixed in Carol saying "He says..." from the VHS.
01.51.10 - Mixed in sound of Max knocking out Noodles from the VHS.
01.51.19 - Created a new sound-mix for the whole scene of Noodles watching the body bags, combining the VHS audio, the blu-ray audio with the phone ringing sounds edited out and new soundFX.
01.53.53 - Used AI to clean the hiss away from the unique dialogue of the gangster saying "Tell us, or you're going to get it like him" and mixed it into the blu-ray audio.
01.54.03 - Used AI to clean the hiss away from the unique dialogue of the gangster saying "There's a contract out on him" and mixed it into the blu-ray audio.
01.54.13 - Used AI to clean the hiss away from the unique dialogue of the gangster saying "Gonna get rid of him" and mixed it into the blu-ray audio.
01.54.38 - Used AI to clean the hiss away from the unique dialogue of Fat Moe saying "Chun Lo's Chinese Theatre" and mixed it into the blu-ray audio.
01.54.42 - Mixed in the sound of Fat Moe falling down from the VHS.
01.56.35 - Mixed in part of the 'Once Upon A Time In America' soundtrack suite over Noodles sneaking into Fat Moe's.
01.59.49 - Recreated the looped/extended close-up of the newspaper from the VHS in HD.
02.01.14 - Recreated the looped VHS establishing shot of the "Fat Moe's" neon sign in HD, including animating the flicker of the neon "M" and out of focus "Budweiser" sign to match the VHS timing.
02.03.43 - As the audio on the VHS was almost completely inaudible and unfixable at this point, I used an AI Robert De Niro speech-generator to remake the unique VHS line "I also got an invitation to a party from someone I don't know... Christopher Bailey".
02.05.33 - Replaced unique close-up VHS shot of Fat Moe, with the wider shot from the blu-ray.
02.08.02 - Mixed the sudden music fade out and key sounds to match the VHS timing.
02.10.04 - Mixed in the 'Once Upon A Time In America' overture from the soundtrack.
02.10.31 - As the unique news anchor dialogue on the VHS was almost completely inaudible and unfixable at this point, I re-edited the blu-ray version to match it as closely as possible.
02.11.40 - Replaced 5 unique VHS shots of Noodles walking into the party at the Bailey mansion, with spare footage from the blu-ray. This is the only point in this edit where I had to deviate from the VHS narrative, since the only appropriate footage available is of Deborah observing Noodles. She originally did not reappear in the VHS cut. It's been edited so he does not see her. I also began the sequence with the establishing shot of the floor sign showing "Bailey Foundation" which is a different location to the mansion but it doesn't really matter, since we no longer go there in this cut.
02.19.19 - Mixed in the 'Once Upon A Time In America' overture from the soundtrack.
02.20.06 - As the unique gun shot sound on the VHS was almost completely inaudible, I mixed in a new version to match as closely as possible. Also added other soundFX of Noddles feet on the grass etc.
02.20.06 - Mixed in parts of 'Carol And Noodles - Deborah Revisited' from the soundtrack.
02.20.13 - Re-created the VHS closing credits in HD. I had to research the names and info on IMDB as some of them were virtually illegible. I tried to make the placement and timing as pixel accurate as possible. I could not find all the on-set photos used in the sequence in anything like a good enough, or of a consistent quality to use, therefore I selected screenshots from the blu-ray which most closely matched the photos. The shots are re-framed to match the VHS and to not interfere with the text scroll on the right hand side, also graded to have the same sepia tone and film grain added.
02.20.50 - Mixed in 'The Chinese Theatre & End Credits' from the soundtrack.
02.22.28 - Mixed in 'Friendship and Love' from the soundtrack.
A further list of points where the bonus alternate 720p mp4 version differs from the 1080p mkv. All VHS footage cropped and graded to match the blu-ray as much as is possible for the terrible quality source. The audio track is the hybrid mix:
00.24.33 - 1 unique shot of Noodles being dragged from under the cart.
00.25.44 - 5 unique shots of the Italian gangsters talking with the boys.
01.19.36 - 5 unique shots of Noodles and Deborah on the beach. Carefully added a very slow zoom in on the long ballroom wide shot so by the time it reaches the crossfade into the unique beach establishing shot, the framing matches the VHS.
01.25.56 - 2 unique shots of Noodles and Deborah looking at each other as the train pulls away.
01.33.10 - 4 unique shots of Noodles and Max reacting to Jimmy being shot.
01.36.14 - 1 unique shot of Max sitting down.
01.43.12 - In the Hybrid mix, here is where I switched from the VHS, to the blu-ray audio.
02.05.33 - 1 unique shot of Fat Moe.
02.11.40 - 5 unique VHS shots of Noodles walking into the party at the Bailey mansion.
02.20.13 - Used the VHS closing credits to preserve the unique on-set photo montage.
Three optional audio mixes are included on the HD Reconstruction 1080p mkv:
1. Complete English 2.0 Theatrical Cut audio reconstruction from the blu-ray.
2. Hybrid English 2.0, which switches from the VHS audio, to my blu-ray reconstruction about two thirds through (after the beach scene) before the audio starts to noticeably degrade.
3. VHS English 2.0, original, un-reconstructed twin-channel VHS mono mix, which becomes virtually inaudible by the end. It's here just for completeness.
Plus a bonus 720p mp4 which retains the few unique shots from the VHS, cropped to widescreen and graded to match the surrounding HD footage.
Reconstructed Opening Credits 4K Pan & Scan Comparison:
Reconstructed Closing Credits 4K Comparison:
VHS Unique Footage Compilation (Graded):
Thanks to Ray_ray1999 over on archive.org for making the rare VHS of this once "thought to be lost" cut available to everybody. Thanks to the great
@matrixgrindhouse for bringing the existence of this VHS transfer to my attention 2.5-years ago and for his kind permission for me making my version of his reconstruction idea. I started work on this project 2+ years ago but have been doing so very slowly, and not posting much about it, in the hope that
@matrixgrindhouse would finish his version first.
I'll add this to IFDB this weekend.
