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At the end of Once Upon a Time in America, when Noodles visits Deborah and asks her about Senator Bailey (who later turns out to be Max), she first denies to know him but shortly after we learn that she is indeed affiliated to him and even has a son with him (who indeed looks like the young Max).

But while I could understand that Max maybe above all other reasons just wanted to "steal" Deborah from Noodles out of his anger over his betrayal, I wonder what drove Deborah to him, given that she never had a high opinion about Noodles' way of life and especially his friend Max. What was her motivation to start a relationship with him, especially one that lasted so long and spawned a son?

Or is there any chance that she did not know about Bailey's true identity? Yet I think she had already seen (and known) Max back in the 30s. But maybe she only realized it later when she was already in a relation with him (since she seems to know it when Noodles visits her in the 60s).

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3 Answers 3

Unfortunately, the reasons are never really explained. There are a few possibilities, but nothing definitive.

Firstly, it's possible that after Noodles rape of her, she simply lost respect for herself and her body and simply decided that material riches were all she needed. She chose to be with Max/Bailey and take the financial security and comfort that relationship brings - not all that surprising given her background.

A second possibility is that the rape had nothing to do with it and she was simply attracted to the money. This is certainly the opinion of the FAQ part of one of the movie's fansites, Once Upon a Time in America.net, which states:

Why would Deborah ever willingly hook up with Mr Bailey?

Mr Bailey is a multi millionaire, with valuable assets, a grand mansion and a son. I've no problem with this whatsoever. Deborah probably isn't madly in love with Bailey but as we get older other factors such as comfort and security become more important.

A third possibility I read in another article, which believed Deborah's motivations in the movie were always suspect:

As Max increasingly assimilates the values of capitalism however, his use of prostitution changes. He later uses his status as Secretary Bailey to acquire Deborah, in essence using wealth to "hoard" Noodles' girl where he previously would have "shared the wealth". This act also implies that Deborah, who has been built up as the "nice girl" in this film, really differs from a hooker like Peggy only in price.

Ultimately, there is no correct answer and we can only made educated guesses. It seems highly unlikely Deborah didn't know Max's true identity. However, I also don't like the idea of her being simply attracted to money, as I hoped for better from her character. Therefore, I like to believe in the first theory - although we'll never know the "real" answer.

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In fact the attraction to money doesn't sound so unfitting as she always seemed a little bit snobby to me. The biggest problem I had was her disliking of Max. But while those articles don't seem to address the question if she knew who he was, money and security might still provide the most reasonable motivation even if she knew. –  Napoleon Wilson Mar 11 '14 at 11:50
    
The second article does mention the problem of some of the characters not recognising Max (although not explicitly stating Deborah) - but it does recognise this as one of the weakest parts of the film. More explanation really would have been good. In the absence of it, money and security sounds like a good enough reason. –  Andrew Martin Mar 11 '14 at 11:52

I don't think there is a real answer in terms of the character, and I suppose we could imagine many scenarios since the "romance" occurred entirely offscreen. I think that it is beside the point, in terms of the writers of the film, what Deborah wants or what her point of view is. She was the hope of escape for Noodles, she was only important in terms of what she symbolized for him. His rape of her was his damnation. And the only reason she is married to Max in the future is to add tragedy and pathos to the betrayal of Noodles by Max.

The entire "old age" segment of the film has an eerie dreamlike quality, and I'm not sure it is supposed to seem realistic. Of course, there is the famous "it was an opium dream" theory supported by the fact that the movie ends on Noodles in the opium den in the past. One should also note that while Max and Noodles (and other characters) look noticably older, Deborah looks unchanged from 30 years before. I know this isn't an answer, but I think this storyline is more poetic and interpretive than something we are supposed to analyze from a character point of view.

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While I wouldn't go as far as to think the 60s part was only a dream (and am not implying that you do), I still like your general approach. In fact Deborah's unchanged age occurred to me, too, but did fit perfectly to the statements about that from Noodles and to her meaning for him. There is no problem with not giving a definite answer if you can provide reasons for why we're not supposed to give an answer, especially with such an admittedly slightly speculative question. So +1, too. –  Napoleon Wilson Mar 11 '14 at 11:55

First, consider Max’s motivation in snagging Deborah. Throughout the film, Max is driven to sexually possess the women Noodles has already had. During their initiation into the world of sex, Max insists that Noodles take Peggy first. Years later, Max takes the woman Noodles raped, Carol, as his lover. He even asks the prostitute in the hearse who gives Noodles “a roll” if she wants “a little pick me up.” Whether this indicates Max’s latent homosexuality (quite possible considering he constantly refers to sodomy in his language, including during an early exchange with Noodles: “Drop your pants and I’ll stick it to you again.”) or merely stems from macho competition is open to interpretation, but one thing is clear: Max desires Noodles’ women. And possessing Deborah, Noodles’ life-long romantic ideal, would be Max’s crowning achievement. He must have her and will go to any length necessary to make it happen.

Deborah might have been receptive to Max’s initial advances partly out of revenge against Noodles for raping her. But more importantly, Max, unlike Noodles, is the kind of man Deborah would respect. He may have started out as a poor immigrant, but, unlike Noodles, he is a man of ambition with big plans for himself. Max reinvents himself, literally assuming a new identity, and becomes just the kind of successful, upwardly mobile type that would attract Deborah. Noodles himself points out the similarity of the pair when he complains to Deborah, “You’s twos are just alike – that’s why you hate each other so much.” Deborah and Max, for all their apparent antipathy, share the same values for wealth and fame – in Deborah’s words “making it to the top.” By contrast, Noodles is a self-described loser whose lack of ambition is held in contempt by both Deborah (“you’ll always be a two-bit punk”) and Max (“You’ll carry the stink of the streets for the rest of your life”).

Just as Deborah is willing to give up the one person she’s ever loved to pursue her dreams of stardom, so Max is willing to sacrifice his boyhood friends to facilitate his own ascendancy. Both Max and Deborah, who is portrayed as narcissistic prima Donna, are willing to do whatever it takes to “get to the top.”

Plus, the fairy-tale world Leone creates is so self-contained and hermetically sealed that the central characters barely interact with anyone other than each other and those immediately associated with them. In this context, who else was Deborah going to end up with?

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Welcome to Movies & TV and congratulations to an excellent first answer. –  Napoleon Wilson Mar 9 at 13:20

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