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I have a story also, a little simpler than yours. Many years ago, I had a friend, a dear friend. I turned him in to save his life, but he was killed. But he wanted it that way. It was a great friendship. But it went bad for him, and it went bad for me too. Good night, Mr Bailey.
~ David "Noodles" Aaronson refusing to kill Max.
Today they asked us to get rid of Joe, tomorrow they ask me to get rid of you! Is that okay with you? 'Cause it's not okay with me!
~ Noodles expressing his honour and loyalty philosophy to Max.
I like the stink of the streets. It makes me feel good. And I like the smell of it, it opens up my lungs. And it gives me a hard-on.
~ Noodles expressing his preference of street crime and gang loyalty over corporate greed and betrayal.

David "Noodles" Aaronson is the villainous main protagonist of the 1984 gangster film Once Upon a Time in America.

Despite being the protagonist of the film, he is a great example of a tragic villain. He is a violent, ruthless gangster who steals, robs, and murders as a livelihood. He even commits rape at one point in the film. However, he feels guilt for all of his actions and he ends up being miserable for thirty-five years and he did genuinely care about his friends, which puts him as a tragic anti-villain. In 1968, he is called back for one last hit, building up to nearly four hours, where it is revealed that his supposedly deceased friend Max hired him to kill him since he was targeted by the Combination and was only willing to accept being shot by Noodles, as he betrayed him and murdered his friends, leaving his former best friend to live.

He was primarily portrayed by Robert De Niro, who also played Johnny Civello in Mean Streets, Vito Corleone in The Godfather Part II, Travis Bickle in Taxi Driver, Jake LaMotta in Raging Bull, Rupert Pupkin in The King of Comedy, Louis Cyphre in Angel Heart, Al Capone in The Untouchables, Jimmy Conway in Goodfellas, Max Cady in Cape Fear, Frankenstein's Monster in Mary Shelley's Frankenstein, Neil McCauley in Heat, Dwight Hansen in This Boy's Life, Ace Rothstein in CasinoLouis Gara in Jackie Brown, Gil Renard in The Fan, Fearless Leader in The Adventures of Rocky and Buillwinkle, Don Lino in Shark Tale, David Callaway in Hide and Seek, Senator John McLaughlin in Machete, Frank Sheeran in The Irishman and William Hale in Killers of the Flower Moon.

Biography[]

1910s[]

According to the novel and film in which he appears, David "Noodles" Aaronson is born in the early 1900s into poverty in a Jewish enclave in Manhattan's Lower East Side. He lived there with his family, which consisted of his father, mother, and brother. In 1920, when Noodles was fourteen or fifteen, he was part of a gang with his friends Phillip "Cockeye" Stein, Patrick "Patsy" Goldberg and a young Italian boy named Dominic. Together the group "rolls" (robs) drunks in a bar run by local Irish-American mobster Bugsy, whose protection racket they help maintain. When about to roll a drunk, Noodles meets Maximilian Bercovicz. The two cross paths later, become friends, and together blackmail a policeman, forcing him to pay for them to have sex with a local prostitute and to cover up their crimes.

When they begin to operate independently of him, Bugsy and and his men beat them up and steal their money. Needing protection from Bugsy, The gang meet with the Italian Capuano brothers, successful bootleggers, and show them a method by which the bootleggers might salvage crates of booze when tossed into the sea when the rumrunners cargo boats were confronted by the Coast Guard. Having been paid for their services in protecting the Capuanos' shipment, they stash part of their payment.

After stashing their money, the group is chased by Bugsy, who opens fire on them and kills Dominic. Enraged, Noodles stabs Bugsy repeatedly, almost disemboweling him. However, when Bugsy fires a round from his gun it alerts nearby police officers who then come to the scene. Noodles murders Bugsy and then takes on two police officers, stabbing one and then being battered unconscious by his partner. Noodles is then sent to prison.

1930s[]

After serving 12 years in prison for the murder, Noodles returns to working with his gang. Mobster Frankie Monaldi gives the gang an assignment to rob a Detroit jeweler of some jewels together with his brother Joe. However Frankie had given the rest of the gang secret instructions to kill joe. The gang does the job, Noodles has aggressive sexual intercourse with the woman who gave Joe the information needed to pull off the job, and they later shoot Joe and his men in a car, with Noodles personally gunning down one of Joe's men who had escaped the car and fled into a factory.

The gang becomes further involved with the Combination, and begin working as muscle for teamsters Union boss Jimmy O’Donnell. Noodles renews his relationship with his childhood sweetheart Deborah, a girl from his old neighborhood. He goes with her on an extravagant date, but he is left feeling rejected after she informs him she is leaving for Hollywood. She kisses him on the car ride home, but he refuses to stop when tells him no, and rapes her in front of his chauffeur.

Max is eager to advance the gang's position, while Noodles has misgivings about what they are doing. After O’Donnell is shot by rivals, Noodles and Max murder the hitmen in retribution. After the repeal of Prohibition, Noodles leaves for Florida rather than join Max in working with the teamsters union. Max yields and goes to Florida with him, but then begins planning an impossible heist of the Federal Reserve Bank. After Noodles places an anonymous call, Max, Patsy, and Cockeye are killed in a gunfight with the police. Noodles hides out in an opium den. Frankie Monaldi sent his hitmen out looking for noodles, as retribution for noodles calling the cops and disrupting their bootlegging deal with Noodle’s friends. They murdered his girlfriend Eve, and brutalized Fat Moe. He escapes his pursuers and goes to retrieve the loot the gang had stashed years previously. When he finds the money gone, he flees to Buffalo, where he lives for 35 years under the name 'Robert Williams'.

1960s[]

In 1968, an elderly Noodles returns to New York, having received a mysterious letter. He visits the mausoleum where his friends' bodies were moved and discovers a plaque dedicated to them under his name, and a key to the same money locker he had found empty in 1933. In the locker he finds money and a note stating it is pre-payment for a murder-for-hire. He also receives an invitation to a party from a man called Bailey.

Noodles learns that Deborah has become a famous actress, and comes to see her backstage after a performance. He apologizes for assaulting her, and she says that she has forgiven him. However, he also knows that Deborah knows who Bailey is. Bailey's son - who looks exactly like a young Max - comes to see her, and learns that "Bailey" is none other than Max, who faked his own death in the shootout with help from O’Donnell, the Combination, and the cops. He stole the gang's money, and reinvented himself as a wealthy businessman.

Noodles goes to one of "Bailey"'s parties, and meets with Max for the first time in 35 years. Max, who is currently under investigation for corruption and will almost certainly go to prison for the rest of his life, and who's also facing inevitable assassination from the combination, reveals that he left the money to hire Noodles to assassinate him, thus giving his old friend his revenge and sparing himself personal and professional ruin. However, Noodles refuses, telling Max that they have both been through enough and leaving the party. He then watches from afar as Max presumably commits suicide by hopping onto a garbage truck compactor. Though the garbage truck compactor doesn't have any blood on it when it passes noodles.

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