Once Upon a Time in America Quotes
Noodles : Well, at least you recognized me. That's something.
Deborah Gelly : [ sardonic ] Actresses have good memories.
Deborah Gelly : [ sardonic ] Actresses have good memories.
Movie: Once Upon a Time in America
Deborah Gelly : Where were you?
Noodles : I was out of town.
Deborah Gelly : Have you been back long?
Noodles : A couple of days.
Deborah Gelly : Are you staying?
Noodles : [ sits down ] That depends...
Noodles : I was out of town.
Deborah Gelly : Have you been back long?
Noodles : A couple of days.
Deborah Gelly : Are you staying?
Noodles : [ sits down ] That depends...
Movie: Once Upon a Time in America
[ In 1968, Noodles meets a familiar figure in heavy make-up... ]
Noodles : Hello, Deborah. [ For a long time, Deborah is silent and still ]
Noodles : Aren't you gonna say anything?
Deborah Gelly : What is someone supposed to say after... after more than thirty years?
Noodles : Well, how about "How're you doing? You look good." Or, "I was hoping I'd never see you again."
Deborah Gelly : I never thought I would. There's a difference.
Noodles : Hello, Deborah. [ For a long time, Deborah is silent and still ]
Noodles : Aren't you gonna say anything?
Deborah Gelly : What is someone supposed to say after... after more than thirty years?
Noodles : Well, how about "How're you doing? You look good." Or, "I was hoping I'd never see you again."
Deborah Gelly : I never thought I would. There's a difference.
Movie: Once Upon a Time in America
[ Deborah orders her maid Margo to leave her alone with Noodles ]
Noodles : She called you Miss... you never got married?
Deborah Gelly : No.
Noodles : Do you live alone?
Deborah Gelly : No.
Noodles : She called you Miss... you never got married?
Deborah Gelly : No.
Noodles : Do you live alone?
Deborah Gelly : No.
Movie: Once Upon a Time in America
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.
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 : What does Bailey want from me?
Deborah Gelly : You came to ask me that?
Noodles : Why'd he send me an invitation?
Deborah Gelly : I don't know! I don't know! I don't know! Why should I know about your invitations? What do you want? Why did you come here? I know nothing! I know nothing!
Noodles : Now you're a lousy actress...
Deborah Gelly : You came to ask me that?
Noodles : Why'd he send me an invitation?
Deborah Gelly : I don't know! I don't know! I don't know! Why should I know about your invitations? What do you want? Why did you come here? I know nothing! I know nothing!
Noodles : Now you're a lousy actress...
Movie: Once Upon a Time in America
Noodles : Who is Secretary Bailey?
Deborah Gelly : 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 30 years.
Noodles : I know all that, it's all in the papers. What else is there?
Deborah Gelly : 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.
Noodles : That's history, I'm not talking about that. I'm talking about now.
Deborah Gelly : Right now he's in trouble.
Noodles : Just say you've been living with him all these years. And that you're his lover.
Deborah Gelly : 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 30 years.
Noodles : I know all that, it's all in the papers. What else is there?
Deborah Gelly : 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.
Noodles : That's history, I'm not talking about that. I'm talking about now.
Deborah Gelly : Right now he's in trouble.
Noodles : Just say you've been living with him all these years. And that you're his lover.
Movie: Once Upon a Time in America
Deborah Gelly : 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.
Movie: Once Upon a Time in America
Deborah Gelly : Noodles... you're the only person that I have ever...
Noodles : Ever what?
Noodles : Go ahead, ever what?
Deborah Gelly : ...that I ever cared about. But you'd lock me up and throw away the key, wouldn't you?
Noodles : Yeah. Yeah, I guess so.
Deborah Gelly : Yeah... and the thing is, I probably wouldn't even mind.
Noodles : So?
Deborah Gelly : So... I got to get to where I'm going.
Noodles : And where's that?
Deborah Gelly : To the top.
Noodles : Now you sound just like Maxie. You's both alike, that's why you hate each other.
Noodles : Ever what?
Noodles : Go ahead, ever what?
Deborah Gelly : ...that I ever cared about. But you'd lock me up and throw away the key, wouldn't you?
Noodles : Yeah. Yeah, I guess so.
Deborah Gelly : Yeah... and the thing is, I probably wouldn't even mind.
Noodles : So?
Deborah Gelly : So... I got to get to where I'm going.
Noodles : And where's that?
Deborah Gelly : To the top.
Noodles : Now you sound just like Maxie. You's both alike, that's why you hate each other.
Movie: Once Upon a Time in America
Deborah Gelly : There's an exit back this way. Noodles, go through it. Keep walking. Don't turn around. Please, Noodles, I'm begging you, please.
Movie: Once Upon a Time in America
[ Noodles meets a young man, the spitting image of Max ]
Deborah Gelly : This is Secretary Bailey's son. His name is David, just like yours.
Deborah Gelly : This is Secretary Bailey's son. His name is David, just like yours.
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.
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
[ about Max's Reserve Bank job ]
Carol : What chance is there that a crazy thing like this might succeed?
Noodles : Don't ask me, ask Max.
Carol : You know as well as I do that this is suicide, pure and simple, for everyone.
Noodles : Yeah, well, don't tell me, tell him. You got your own methods.
Carol : 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, and he's gonna do it with or without you!
Carol : 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.
Carol : You know... if you were all in jail first... there wouldn't be any bank job.
Carol : I got the idea from your friend Max.
Noodles : What do you mean?
Carol : 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.
Carol : What chance is there that a crazy thing like this might succeed?
Noodles : Don't ask me, ask Max.
Carol : You know as well as I do that this is suicide, pure and simple, for everyone.
Noodles : Yeah, well, don't tell me, tell him. You got your own methods.
Carol : 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, and he's gonna do it with or without you!
Carol : 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.
Carol : You know... if you were all in jail first... there wouldn't be any bank job.
Carol : I got the idea from your friend Max.
Noodles : What do you mean?
Carol : 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.
Movie: Once Upon a Time in America
[ Noodles meets Fat Moe after raping his sister Deborah ]
Noodles : You got any coffee around?
Fat Moe : Yes.
Noodles : Thanks. [ stirs coffee for 60 seconds ]
Noodles : You got any coffee around?
Fat Moe : Yes.
Noodles : Thanks. [ stirs coffee for 60 seconds ]
Movie: Once Upon a Time in America
[ 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...
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...
Movie: Once Upon a Time in America
[ In 1968, Noodles notices a picture ]
Noodles : What is this?
Carol : Opening night. Fifteen years ago.
Noodles : [ pointing at a familiar person in the picture ] Who's this?
Carol : Patron saint of the place. Some actress.
Noodles : Do you know her?
Carol : No. [ the woman is unquestionably and without a doubt Deborah ]
Noodles : What is this?
Carol : Opening night. Fifteen years ago.
Noodles : [ pointing at a familiar person in the picture ] Who's this?
Carol : Patron saint of the place. Some actress.
Noodles : Do you know her?
Carol : No. [ the woman is unquestionably and without a doubt Deborah ]
Movie: Once Upon a Time in America
Patrick 'Patsy' Goldberg : You know what? You know, I wish I was switched when I was a kid.
Noodles : What makes you think you weren't?
Noodles : What makes you think you weren't?
Movie: Once Upon a Time in America
[ Noodles finds Fat Moe tied up ]
Fat Moe : Noodles. Noodles. Noodles. Untie me!
Noodles : Stay that way. No, stay. I want them to know I did it.
Fat Moe : Where you going?
Noodles : I'm gonna go get Eve.
Fat Moe : Don't.
Noodles : Why?
Fat Moe : They... they already been there.
Fat Moe : Noodles. Noodles. Noodles. Untie me!
Noodles : Stay that way. No, stay. I want them to know I did it.
Fat Moe : Where you going?
Noodles : I'm gonna go get Eve.
Fat Moe : Don't.
Noodles : Why?
Fat Moe : They... they already been there.
Movie: Once Upon a Time in America
Young Noodles : Who're YOU calling a cockroach?
Young Deborah : So what are you? You're filthy! You make me sick! You crawl up toilet walls just like a roach! So what are you? [ Noodles grabs Deborah ]
Young Deborah : Let go!
Young Noodles : I make you sick, huh? Then how come you showed me your tush?
Young Deborah : To a roach! Go look at yourself, David Aaronson!
Young Deborah : So what are you? You're filthy! You make me sick! You crawl up toilet walls just like a roach! So what are you? [ Noodles grabs Deborah ]
Young Deborah : Let go!
Young Noodles : I make you sick, huh? Then how come you showed me your tush?
Young Deborah : To a roach! Go look at yourself, David Aaronson!
Movie: Once Upon a Time in America
Young Peggy : [ being groped by Noodles ] You better stop squeezing me, or I'm gonna poop in my pants!
Movie: Once Upon a Time in America
Young Noodles : You'll put up, and you'll shut up! You hear nothing, and you see nothing! Just like you did for Bugsy!
Movie: Once Upon a Time in America
[ as Deborah dances to a record of "Amapola", she catches Noodles spying on her in the bathroom ]
Young Deborah : 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!
Young Deborah : 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!
Movie: Once Upon a Time in America
[ Max interrupts Noodles passionately kissing Deborah ]
Young Noodles : Were you in there?
Young Max : You're one lousy kisser. I seen you go in there after that ball-buster.
Young Noodles : Were you in there?
Young Max : You're one lousy kisser. I seen you go in there after that ball-buster.
Movie: Once Upon a Time in America
[ in 1931, Noodles meets Fat Moe ]
Noodles : Fat Moe, you look terrific. Look like you lost an ounce or two.
Fat Moe : You think I'm gonna lose hemorrhoids!
Noodles : Fat Moe, you look terrific. Look like you lost an ounce or two.
Fat Moe : You think I'm gonna lose hemorrhoids!
Movie: Once Upon a Time in America
Patrick 'Patsy' Goldberg : Let's talk to her... [ the gang chats up Carol ]
Patrick 'Patsy' Goldberg : So you left Detroit, huh?
Peggy : Her and her husband just come in on weekends.
Philip 'Cockeye' Stein : Yeah. Beats the seashore.
Peggy : She takes on guys while her hubby watches through the peephole.
Philip 'Cockeye' Stein : Beats the hell out of the movies!
Patrick 'Patsy' Goldberg : I wonder what that jerk is up to in his cubbyhole?
Noodles : He must be wondering "Where is his fucking wife?"
Patrick 'Patsy' Goldberg : So you left Detroit, huh?
Peggy : Her and her husband just come in on weekends.
Philip 'Cockeye' Stein : Yeah. Beats the seashore.
Peggy : She takes on guys while her hubby watches through the peephole.
Philip 'Cockeye' Stein : Beats the hell out of the movies!
Patrick 'Patsy' Goldberg : I wonder what that jerk is up to in his cubbyhole?
Noodles : He must be wondering "Where is his fucking wife?"
Movie: Once Upon a Time in America
[ at a restaurant ]
Noodles : 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.
Noodles : 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.
Movie: Once Upon a Time in America
Deborah Gelly : I'm leaving tomorrow to go to Hollywood. I wanted to see you tonight to tell you.
Movie: Once Upon a Time in America
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
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
Movie: Once Upon a Time in America
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.
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.
Movie: Once Upon a Time in America
[ Prohibition is repealed ]
Noodles : Hey, Maxie. Max! How much money we got put away?
Max : Why?
Noodles : Because we're unemployed.
Max : About a million bucks.
Carol : Oh, yeah? Where'd you put it?
Max : In my underwear.
Carol : I'd have found it there...
Noodles : Hey, Maxie. Max! How much money we got put away?
Max : Why?
Noodles : Because we're unemployed.
Max : About a million bucks.
Carol : Oh, yeah? Where'd you put it?
Max : In my underwear.
Carol : I'd have found it there...
Movie: Once Upon a Time in America