Once Upon a Time in America (1984)
James Woods: Max
Photos
Quotes
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[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]
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[after Joe is executed]
Max : You okay?
Noodles : How come you didn't tell me?
Max : Being inside can change you. I'd already made the deal with Frankie to get rid of Joe. With a man like Frankie Minaldi you don't say yes, and then no. I could not take the chance that you'd change your mind. You understand.
Noodles : You're right. I would have said no.
Max : Frankie is as big as they come. He's got the Combination in his hand.
Noodles : If we're not careful, he'll have us in his hand.
Max : You don't get nowhere alone.
Noodles : I thought you didn't like bosses. It sounded like a good idea then. It still is.
Max : Let's just think about it, Noodles. They're gonna ask us to come in with them. There's a lot in it for us...
Noodles : 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!
Max : All right! let's just forget about it...
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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.
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Noodles : Why'd you ask me to come here, Mr. Bailey?
Secretary 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.
Noodles : It didn't say who the contract was on, though.
Secretary Bailey : Haven't you figured that out yet?
Noodles : 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, Mr Bailey.
Secretary Bailey : 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...
[indicates the people at his party]
Secretary Bailey : 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.
[points to a side door]
Secretary Bailey : You can get out through there. It leads right down to the street. Nobody will see you.
Noodles : I don't know what you're talking about. You don't owe me a thing.
Secretary Bailey : 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.
Noodles : You're crazy...
Secretary Bailey : You said that to me once before, a long time ago. But 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 35 years of grief over having killed me. Now why don't you shoot?
-
[In 1931, Max picks up a just-released Noodles in a hearse]
Max : We got a rush job. Here. Come here, look at this. Come here.
[gestures to the back of the hearse]
Max : Sudden death. Fucking tragedy, huh? 26 years old.
Noodles : 26? What a shame!
Max : Great stiff. She died of an overdose.
Girl in Coffin : [sitting up] And I'm ready for another!
Max : [pushes Noodles into the hearse] Pump the life into her! You didn't turn pansy in there, did you?... There you go!
[Max starts the hearse and looks at some people surprised at the noises coming from the hearse]
Max : Turning over in the grave, they do it every time...!
[the hearse parks in front of Fat Moe's diner at night]
Girl in Coffin : [exhausted] Don't worry. A pansy he ain't.
Noodles : Thanks.
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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.
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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...
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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.
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Noodles : Let's go for a swim...
[accelerates the car down the pier]
Max : All right, what are you doing?
Philip 'Cockeye' Stein : Hey, Noodles... Don't fuck around, Noodles!
Max : Noodles, what are you doing?
Patrick 'Patsy' Goldberg : HEY! You crazy?
[Noodles drives the car off the pier into the water]
Max : SHIT! ASSHOLE! I CAN'T BELIEVE YOU DID THIS!
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[after switching Aiello's baby boy]
Max : So?
Noodles : We got a deal.
Max : To a very smooth talker.
[the gang cheers]
Noodles : Where's that switch list?
Patrick 'Patsy' Goldberg : The switch list?
Noodles : Yeah.
Patrick 'Patsy' Goldberg : I can't find it.
Max : What?
Patrick 'Patsy' Goldberg : I can't find it!
Noodles : What'd you do with it?
Patrick 'Patsy' Goldberg : I think I dumped it.
Max : What a yutz!
Noodles : Oh, Pat...
Patrick 'Patsy' Goldberg : Wait a minute, listen... Listen, Noodles. Noodles, wait, I remember... the boys' numbers was odd... even! And the girls' was odd!
Philip 'Cockeye' Stein : [sardonic] You took good stock.
Noodles : Hey, let's give him an even number. Eight... let's pick an eight.
Patrick 'Patsy' Goldberg : Eight... yeah, it's a good number.
Philip 'Cockeye' Stein : Wait, what about the other pischers?
Max : We're better than fate. Some we give the good life, others we give it up the ass.
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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!
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Max : While you were on vacation, we were working overtime. The union paid off. That's your share.
Philip 'Cockeye' Stein : Yeah. Even that geek, you know, Jimmy "Clean Hands," he respects us. I shed a little blood for the cause.
Fat Moe : [handing newspapers to Noodles] 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.
Philip 'Cockeye' Stein : Newspaper guys never know what the fuck they want.
Noodles : Well, you could have looked for me.
Max : We did. Cockeye found you at the Chink's, so doped up you didn't even recognize him.
Philip 'Cockeye' Stein : There you were. You called me "Deborah."
Noodles : Go fuck yourself! Mind your own business!
Max : We do our business TOGETHER, and broads do NOT get in the way... and you know it!
Noodles : Yeah?
Max : Yeah!
Noodles : [indicating Carol] What's SHE doing here? It ain't Saturday. She should be screwing in Detroit.
Carol : Well, she's screwing HERE now - and ONLY with Max!
Noodles : Oh, yeah? With her husband peeping through?
Carol : No, I left him.
Noodles : You live with her and you tell ME not to mess with broads...
Max : You forget one thing.
Noodles : What?
Max : I don't give a fuck about her!
Carol : Max...
Max : Shut up! Shut up!
Noodles : Hey, Maxie, tell me something. What'll you spend your honeymoon on, a cathouse?
Max : 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?
-
Sharkey : You boys got yourself a real martyr for a friend. Make it work for you.
Patrick 'Patsy' Goldberg : Yeah, but what are we going to do with a martyr?
Sharkey : Times change. Prohibition won't last much longer. Take it from me, a lot of you will be out of work.
Max : Go on, Mr. Sharkey. We're interested.
Sharkey : 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.
Philip 'Cockeye' Stein : You gotta be kidding, Sharkey! Jimmy "Clean Hands" in business with US?
Sharkey : They won't be clean for long, with the hands he'll shake. Everything in good time.
Noodles : We're not interested.
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Max : 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.
Noodles : Hey, Maxie, everywhere you go, I go too. Remember that.
Max : Maybe Sharkey was right. Maybe I ought to just dump you.
Noodles : You're really crazy.
Max : Never say that. Don't say it!
-
[in 1931, Noodles meets Deborah]
Deborah Gelly : Aren't you going to say hello?
Noodles : Hello.
[Moe cues a band to play the "Amapola" tune]
Noodles : Your brother's a real friend. He's a romantic. Max tell you I was getting out today?
Deborah Gelly : Max? No.
Noodles : You remembered yourself?
Deborah Gelly : No, Moe, it's always Moe.
Noodles : Yeah. You weren't counting the days?
Deborah Gelly : Of course I was. 4344, 4343... I lost track at 3000.
Noodles : That wasn't my choice. Yes, it was. It still is. Did you come here to welcome me back at least?
Deborah Gelly : I still live here. I was on my way out, Moe said I should say hello.
Noodles : I hope Moe didn't have to bend your arm or anything.
Deborah Gelly : No. Welcome back, Noodles.
Max : [calling] Hey, Noodles!
Noodles : You dancing?
Deborah Gelly : 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.
Noodles : Every night.
Max : Noodles!
Deborah Gelly : Go on, Noodles, your mother's calling you.
Deborah Gelly : It's good to see you again, Noodles.
[leaves]
Noodles : my pleasure...
-
[Noodles is raping Carol]
Max : We're going, you coming?
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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.
-
Noodles : We gotta reorganize, Max. And I got a couple of good ideas...
Max : Me too.
Eve : If I had a million bucks, I'd take it easy.
Max : We'll take it easy when we got twenty... fifty!
Noodles : Where're you gonna get THAT?
Max : Right here...
[draws a diagram in the sand]
Noodles : What's that?
Max : 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!
Noodles : What is it?
Max : The Federal Reserve Bank. It's the biggest step we can take, Noodles!
Noodles : You're really crazy.
Max : Don't you ever say that to me! Don't ever say that to me again!
-
Max : 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!
[raises a toast]
Max : Here's mud in your eye! Boys, let's drink to our last shipment! There's more onboard tonight than just booze... it's ten years of our lives, ten years that were really worth living!
Patrick 'Patsy' Goldberg : Yeah!
Max : Noodles... Noodles! L 'Chaim!
Noodles : [quietly] L 'Chaim.
-
[Peggy introduces the gang to Carol]
Peggy : You know these guys?
Carol : [looking at their faces] No, I don't think so. No. No, I'd remember a bunch of good-lookers like these.
[the gang ties bandanas around their faces]
Carol : Oh... well, how could I forget? There was... there was only one of you I got to know personally, though.
Max : Which one? Let's see how good a memory you've got for faces.
[They unbotton their flies, and a delighted Carol takes a long look at the four men in front of her]
Carol : [to Max] You!
Max : No, him.
[gestures to Max]
Noodles : We've been hanging out so long we're starting to look alike.
Max : Hanging out...
Carol : Charmed. You can call me Carol. We've already met. Pleasure.
Max : The pleasure... is all mine.
[kisses Carol]
-
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?
