Plot summary

The film is divided into three distinct time periods: 1920, 1932-3, and 1968. The story frequently jumps back and forth between these times, and is summarized chronologically here. Scenes presented in square brackets [like this] appear only in the 2012 Extended Director's Cut.In 1968, a middle-aged David "Noodles" Aaronson (Robert De Niro), returns to the Lower East Side of Manhattan, New York City, following a prolonged absence. He has been called back under mysterious circumstances: he's received a notice from a local rabbi telling him that the cemetery in his old neighborhood is being closed and the remains of those buried there are being moved. He sets himself up in with a room in a bar owned by an old friend, "Fat" Moe Gelly (Larry Rapp), and begins to investigate the summons he received. Having lived for years under the assumed name of "Robert Williams", Noodles is suspicious of the letter, thinking that he's been called back to see to the reburial of his old friends, Patrick "Patsy" Goldberg (James Hayden), Philip "Cockeye" Stein (William Forsythe), and Max Bercovic (James Woods), who he used to be in a gang with. Noodles believes someone is seeking revenge against him.In flashbacks to 1920, the boys grow up in poverty in a Jewish neighborhood on the Lower East Side. They ostensibly work for a young local Irish gangster named Bugsy (James Russo); however, Noodles (now played by Scott Tiler) and his friends Patsy (Brian Bloom), Cockeye (Adrian Curran) and Dominic (Noah Moazezi), have ambitions to strike out on their own. One day, while attempting to "roll" a drunkard (Gerritt Debeer), they are foiled in their plot by Max (Rusty Jacobs), who has just moved into the neighborhood with his mother (Marcia Jean Kurtz). He keeps the drunk's pocket watch and leaves the boys to be harassed by a local policeman, Whitey (whom the boys call "Fartface") (Richard Foronjy), who constantly bullies them. Noodles finds Max later and demands the watch back. Whitey happens by and takes the watch for himself. Noodles and Max come to admire each others' resolve and decide to be friends. Though Noodles and Max share leadership of the gang, it is Max who is the more charismatic and makes most of the decisions for them.One day Patsy spies Whitey walking along the rooftops of the neighborhood and follows him. Patsy immediately realizes that Whitey is going to see their pre-teen (albeit physically matured) friend, Peggy (Julie Cohen), who prostitutes herself. The boys catch Whitey in the act and photograph him; Patsy quickly disappears with the film plate. Whitey acquiesces to their demands that, as the new gang in the area, he pay them as much in tribute as he does Bugsy and that he do some enforcement work for them. They also get their watch back from him and make him pay for Noodles and Max to have sex with Peggy.Noodles has long desired to become romantically involved with Fat Moe's (Mike Monetti) sister, Deborah (Jennifer Connelly); their father, Mr. Gelly (Chuck Low), owns the local kosher restaurant. While using the men's room in the restaurant, Noodles often spies on her through a small hole in the wall while she practices her ballet steps and undresses afterward. Deborah, however, mostly ignores his advances, with the exception of an intimate moment they share when the restaurant is closed during Passover.The boys become something of a success in their neighborhood, thieving houses and stores and rolling more drunks and other weaker types for small earnings that are substantial for themselves. When Bugsy hears that there's another gang that isn't under his control, he and his thugs horribly beat Noodles and Max just outside Deborah's father's restaurant during Passover. Bugsy steals all of the money that Noodles and Max have on them and warns the boys, "you work for me, or you work for nobody!" When Noodles pleads with Deborah to let him inside after the vicious beating, Deborah refuses.Undaunted, the boys meet with a local Italian mobster, Al Capuano (Clem Caserta), and show him an invention of Noodles' that will allow Capuano to keep all the imported cargo he illegally deals even after his ships crews are forced to throw it overboard by harbor customs agents. The first time the boys use Noodles' invention, it works perfectly and the boys are overjoyed at the cargo that floats to the surface. Max falls overboard and doesn't surface for a seemingly long amount of time. Worried that his friend has drowned, Noodles looks for him and is perturbed when Max finally appears having just faked drowning. Noodles is not amused.The invention is a success and the boys become very wealthy, receiving 10% of Capuano's earnings. They rent a train station locker and stash their cash earnings in a leather briefcase, promising that they will only withdraw or deposit funds from the locker when they are all present, and that the key will be kept by Fat Moe. On their way back from the station, they are attacked by Bugsy, who this time carries a pistol. Dominic is the only member of the gang who is shot by Bugsy (being the smallest, he is unable to run for cover as fast as his companions) and dies in Noodles' arms. Noodles retaliates and stabs Bugsy to death with a switchblade several times before two mounted policemen try to stop him. Noodles, still in a fit of rage, stabs one of the policemen before he is arrested and sentenced to 12 years imprisonment. His friends turn out to see him delivered to the juvenile reformatory.In 1932, Noodles is released from prison, where he is picked up by Max. Max explains that he and the rest of the gang have set themselves up in an undertaking business. However, the mortician's parlor is a front for their real business: bootlegging liquor, which has made them rich. According to Max, they run the most popular speakeasy in the city; they hide the scotch they serve in the building's steam heating system. A party is held for Noodles on his return and Max introduces him to some new associates, Frankie Manoldi (Joe Pesci) and his partner Joe (Burt Young). Frankie and Joe want the gang to rob a diamond broker's they own in Detroit. During the heist, Noodles is goaded by the broker's masochist secretary, Carol (Tuesday Weld), into assaulting and "ravishing" her; Noodles does so despite a stern warning from Joe not to abuse her. The gang meets with Joe to give him the diamonds and kill him and his men on Frankie's orders. Noodles, unaware of the deal that Max made with Frankie to murder Joe, is quite angry with Max; his reasoning is that their gang should not be liable to anyone like Frankie and should operate independently. Also, Noodles is concerned that one day Frankie may want Noodles or Max to eliminate the other. Max assures Noodles it will never happen. As they drive away from the scene, Noodles foolhardily drives their car off a long pier into the bay. [Everyone except Noodles escapes the car and surfaces. After a few minutes, the guys worry that Noodles may have been killed by a nearby dredging machine, but he appears soon after - a mirroring of Max tricking him when they were teenagers.]Some time later, in 1933, the gang then begins to aid a local union leader, Jimmy "Clean Hands" O'Donnell (Treat Williams), who has made a career of standing up to corrupt labor leaders, particularly a man named Crowning (Gerard Murphy). After rescuing Jimmy from Crowning's thug, Chicken Joe (Richard Bright), who is about to burn him alive, the gang offers their assistance to Jimmy, who initially refuses their help, not wanting to deal with men who operate in bootlegging, drugs or prostitution.Next, the gang turns their attention to a local labor strike being engineered by a celebrity police captain, Vincent Aiello (Danny Aiello). Aiello is being manipulated by the factory owners into allowing his officers to protect the scab workers the owners have allowed into their factory. The gang concocts a brilliant and diabolical scheme to switch Aiello's newborn son (his family's only boy after four girls) at the hospital: Noodles calls him just after he discovers the switch (the gang switched his boy for a girl in the nursery) and tells him to call off his officers and let the workers and management work out the strike. However, when Patsy tries to remember which baby they switched Aiello's boy for, he can't; he's lost the switch list with the child's number on it. The mix-up doesn't faze the gang, however, and they agree to simply give Aiello the number of a random boy from the ward, coldly laughing over the fates of some of the children they'd mixed up.During the time that the gang is expanding their business dealings, Noodles rekindles his romance with Deborah (now played by Elizabeth McGovern). He arranges for a lavish vacation for them both at a posh resort in the Hamptons that is closed for the season. Revealing that his desire to be reunited with her was what drove him to see through his prison term, Noodles admits his love for Deborah; however, she is still reluctant to get romantically involved with him, and reveals that she intends to leave for California to pursue her acting career. On their return trip back to the city in their limousine, Noodles rapes Deborah. Ashamed, he orders the driver (producer Arnon Milchan) to take her home. [While drowning his sorrows in drink, Noodles meets a young prostitute named Eve (Darlanne Fluegel), who returns his affections and soon becomes his girlfriend; in his stupor, he spends their first night together calling her "Deborah".] Some time later that day, Deborah boards a train to California. Noodles (still dressed in his tuxedo from the night before), arrives and from a distance in the station, watches her leave. When the drunken Noodles calls out to Deborah, she closes the compartment blind when she sees him as the train pulls out of the station, leaving Noodles behind.After three weeks away, Noodles returns to the gang after Cockeye finds him in the opium dens of Chinatown smoking heroin and calling out for his lost love Deborah. Brought back to the gang's headquarters, Max fills in Noodles about what happened in his absence; the labor union paid off the gang and given Max a personal throne and made him full leader of the gang.While calling Max and Noodles for assistance, Jimmy is nearly killed on the street by Chicken Joe in a drive-by shooting. The gang retaliates, shooting at Crowning outside his club, killing his bodyguards, including Chicken Joe (but sparing Crowning who is unharmed, but shaken). With a wounded leg, Jimmy is crippled for the rest of his life but is able to continue his career. While they celebrate with Jimmy in the hospital, Jimmy's attorney, Sharkey (Robert Harper), tells the gang that Prohibition may soon end and they should think about entering legitimate business with their large fleet of bootlegging trucks, with Jimmy acting as their front. Max seems to like the idea, however, Noodles is unconvinced, still adhering to his old mantra of not working for anyone but themselves. Max suggests that Noodles' idea of business is too archaic and that they need to expand to make more money, but Noodles still adheres steadfastly to his street code. Also, Frankie Manoldi is seen arriving at the hospital and going to Jimmy's room.A few months later, Prohibition approaches its end, and the gang find themselves out of work. Noodles and Max take a vacation to Florida with their respective girlfriends, Eve and Carol. Not wanting to go into legitimate work, Max reveals an audacious plan to rob the Federal Reserve bank in Manhattan. Noodles thinks the plan is too outrageous, knowing that it almost certainly would get him and the rest of the gang killed. Carol - who by this time has joined the brothel that Peggy (Amy Ryder) runs in conjunction with the gang's speakeasy, and has become Max's girlfriend - tries to convince Noodles to get Max to abandon his plan, or tip the police to get Max arrested to give him time to think over the scheme's absurdity.Noodles plans to alert the police about a liquor exchange Max has planned with Cockeye and Patsy, which is set to take place a short time after the gang's party in celebration of the end of Prohibition. In the speakeasy office, Noodles makes an anonymous phone call to Police Sergeant Halloran to tip him off about the liquor exchange. Noodles hopes that with Prohibition near its end, Cockeye, Patsy and Max's arrest will lead to them serving short jail sentences and thus avoid the robbery. After Noodles makes the phone call, he sits alone for a while in the office. A few minutes later when Max joins him, Noodles again tries to advise him not to go through with the bank robbery. Max refuses and accuses Noodles of losing his courage. When Noodles tells Max that his idea and that Max himself is crazy, this suddenly provokes Max into viciously assaulting Noodles and beating him up. It is later revealed that just the word "crazy" is a sensitive topic and that it is a vulnerable fact of Max's life. It is revealed later that Max's father was mentally unbalanced and died in a sanatorium when he was a young child.Noodles shows up at the site of the liquor buy during a cold and rainy night and sees that Patsy and Cockeye have been killed, while Max appears to have been horribly burned beyond recognition. Noodles then goes to Chinatown with a newspaper detailing the police ambush and death of his friends to get "lost in the Chinks".Four mobsters show up at Noodles apartment looking for him (depicted in the first scenes of the film) and murder Eve after she refuses to tell them where Noodles is. Next, the mobsters go to Fat Moe's apartment and torture him to confess where Noodles is after they reveal that they know that Noodles tipped the police off which led to Cockeye, Patsy and Max being killed. When the mobsters arrive at the opium den (a run-down movie theater), Noodles is tipped off by the owners about the mobsters arrival and escapes. He goes to Fat Moe's and kills the thug left behind to watch Fat Moe. After learning from the bloodied Fat Moe that Eve is dead and that every gang member of the syndicate in the city is looking for him, Noodles (who cannot understand how the mobsters know all about it since he never told anyone about tipping off the police), retrieves the key to the locker at the train station. At the station, he finds that the money has been replaced with newspapers. Puzzled, Noodles buys a one-way bus ticket to Buffalo and leaves.During his sleuthing in 1968, Noodles finds out that his friends were moved to a different cemetery and an elaborate mausoleum was constructed for them. When the bronze doors to the mausoleum are opened, an automated recording plays the same Pan flute tune that Cockeye played when he was alive. He finds the key to the train station locker on a plaque inside that states Noodles himself put the plaque and key there to honor his friends.[Noodles then has a chance encounter with the cemetery's directress (Louise Fletcher); referring to himself by his "Robert Williams" identity, Noodles asks about "Mr. Aaronson"'s level of involvement in the mausoleum's construction, and whether she had any contact with him. She reveals that aside from his suggestion of the inscription above the bronze doors - "Your youngest and strongest will fall by the sword" - and providing a tape recording of Cockeye's song, he gave the architects free reign with regard to its building, and that the deal was finalized through his overseas bank account. During their conversation, Noodles notices that he's being tailed by the unseen driver of a Cadillac, which speeds away as he tries to approach it, although he manages to write down its license plate number.] He goes to the train station locker and finds the same leather case and more money inside totaling at least one million dollars. A note inside the case reads "Advance payment for your next job".[Noodles traces the Cadillac to the Long Island mansion of Christopher Bailey, the US Secretary of Commerce; the car suddenly explodes as he watches it leave via the front gate.]While at Fat Moe's bar, Noodles sees a TV news report that Bailey is under investigation for corruption; several witnesses set to testify against Bailey, including the passenger of the destroyed Cadillac (a District Attorney), have all died under mysterious circumstances. Noodles suspects a connection between Bailey and the money left to him. Before visiting Bailey's house under invitation to a party, he tracks down and talks to the elderly Carol (now living in a retirement home called the Bailey Foundation) who tells him that Deborah is once again living in the New York City area and is now a famous actress. [After seeing Deborah's Broadway performance of "Antony and Cleopatra"], Noodles visits her backstage; the two have a lengthy conversation, during which Noodles notes that the role of Cleopatra is perfect for her, since, unlike everyone else he knows from his past life, "Age (has) not wither(ed) her". Deborah's most important revelation is that she and Secretary Bailey are together, and have a grown-up son, also named David, who bears a striking resemblance to Max when he was younger.Secretary Bailey is, in fact, Max, and that night hosts the party, which is attended by many of New York's most influential people. [There, Bailey/Max is privately confronted by Jimmy, whose tenure as a union leader has become a front for criminal activities that are secretly supported by Max. However, their working relationship has turned sour, as Max has enough evidence with which to testify Jimmy and his colleagues' guilt before the corruption committee. He is responsible for the assassination of the District Attorney - an attempt on Max's life - and coerces him into signing documents transferring some of Max's power to him in exchange for David's financial stability and safety. As Jimmy leaves, he suggests that Max should avoid assassination altogether by committing suicide, which Max somewhat agrees with.]Noodles arrives at the party, and is brought before Max in his office, who reveals that - with the help of Jimmy and corrupt members of the police - he faked his own death during the liquor exchange where he was "killed" and has, for the past 30 years, created the Bailey persona as a disguise. With the threat of assassination looming over the upcoming investigation, Max tells Noodles that he is the only person that he will allow himself to be killed by (hence the money and the cryptic note in the suitcase), given that he took from Noodles what mattered most to him - the gang's money and Deborah. Noodles refuses the offer, and he continues to refuse to acknowledge that Max is alive, still referring to him as "Secretary Bailey" or "Mister Bailey". Noodles explains to Bailey/Max that he feels betrayed and has felt guilty for the entire span Max was gone, which is punishment enough. He leaves through a secret passage out of Bailey/Max's office.Out on the street outside Bailey's estate, Noodles catches a glimpse of Bailey/Max standing by the road. A garbage truck [which Noodles had noticed in his earlier scouting of the mansion] drives by, the augers in the back clearly visible. When the truck drives past, Bailey/Max is gone.... suggesting (but not concluding for certain) that Bailey/Max threw himself into the garbage truck blades to his death. As Noodles watches the red taillights of the garbage truck driving away down the road, the lights magically turn white, and they become the headlights of a convoy of cars from the 1930s driving by the Bailey mansion playing the Kate Smith song "God Bless America", akin to celebrations from the end of Prohibition. Noodles then walks away into the night, alone.The film ends back in 1933, with Noodles visiting a Chinese opium den in the immediate wake of his friends' death. Laying down after a few puffs from an opium pipe, he smiles as the closing credits roll.(It has been suggested by some fans, critics and film historians that the 1968 sequences were all part of an opium-induced dream experienced by Noodles, but this is all just speculation.)