Once Upon A Time In America is one of my all time favorites! I loved the scenes in Brooklyn(it has to be Brooklyn, for when the old Noodles returns to the neighborhood, you see the Manhattan skyline. Although the back of the case says Lower East Side, but whatever). Best line was "You'll put up and you'll shut up, you hear nothin and see nothin, just like you did for Bugsey." Also, the score was phenomenal.