In Once Upon a Time in America, Noodles informs the police about a routine booze crime operation that the band was about to do. He does so to save Max from getting killed when doing another crime Max was longing to commit — robbing the Federal Reserve Bank — by getting him spend a year or two in jail (where he has never been yet) so that he could realize what it is, have time to think and change his mind about robbing the bank. Noodles is ready to go to jail with Max for that.

However, it turns out that Max has had his own plot already arranged. The police (on his payroll) have been arranged to ambush their vehicle, kill the other two guys (Patsy and Cockeye) and fake Max's death.

That is, when Noodles calls the police to give them the "tip", that is no news to them — they are already prepared to do what they have arranged with Max. Max then tries to convince Noodles not to go to the booze operation and stay home, and when Noodles refuses ("everywhere you go, I go too"), knocks him out.

So, what did the Noodles' "tip" actually change?

Presumably, the police would have later informed Max about Noodles calling them (which, in turn, could make Max decide to kill Noodles). Noodles will then live 35 years thinking how awry his tip to the police turned out when in fact it changed nothing perhaps apart from Max trying to kill Noodles in revenge which made him run away.

Is this correct analysis?



2 Answers 2


In terms of chain of events it indeed didn't change anything - everything would happen the same way with or without the tip from Noodles.

However from Noodles' personal point of view it's a completely different situation. For the next 35 years he had to live with a burden of being guilty of causing the death of his friends. After finding out the truth his guilt is mostly removed, although not entirely - he's still responsible for betraying his friends, only the consequences were much less dire, as it was Max behind their deaths.

  • But Noodles had good motive for the "betrayal": to save Max by keeping him in jail (and being together with him in there). Why would he feel "still responsible for betraying his friends" after finding out the truth?
    – Greendrake
    Jul 12, 2023 at 13:23
  • @Greendrake Betrayal is always is a betrayal, regardless of the motives, especially in the world of gangsters. Jul 12, 2023 at 13:34

I've always thought that Max wanted Noodles to betray and call the police. That was part of his own plan and would give the story a whole new angle, and a more credible one. That's why he pushed for the FRB robbery, knowing Noodles would say 'no' because it was too risky.

From there, Noodles could only make the choice of tipping the police, in order to save them (prison better than death), and, being alive, he's a credible witness for both the mobs, the public and the police. He can't think he's being played as he feels responsible for their death, therefore, he can't imagine it's all been set up by Max and his 'friends' (not Patsy and Cockeye, the others, the ones that want him to be a politician).

  • Why would Max want Noodles to betray?
    – Greendrake
    Jul 12, 2023 at 13:27
  • @Greendrake : to have a 'true' witness of his death. I've tried and explain that in the 1st paragraph
    – OldPadawan
    Jul 12, 2023 at 15:58
  • But Noodles didn't actually testify, did he? Neither the "death" of Max was doubted by anyone who was supposed to believe it — no one challenged the conclusion of the police about what had happened.
    – Greendrake
    Jul 13, 2023 at 10:23
  • No, you're right. That's a "just in case" move by Max IMO. He's a twisted mind.
    – OldPadawan
    Jul 13, 2023 at 11:17

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