Based on Harry Grey’s novel The Hoods (1952), which was later published under the title Once Upon a Time in America, the film tells the story of David “Noodles” Aaronson (Robert De Niro) and his best friend Maximilian “Max” Bercovicz (James Woods) and their journey from the poverty of the Jewish ghetto to the top of New York’s criminal underworld during the prohibition and post-prohibition era.