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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 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 Syndicate 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 Ronchelli in Mean Streets, Vito Corleone in The Godfather Part II, Travis Bickle in Taxi DriverJake LaMotta in Raging BullLouis Cyphre in Angel Heart, Jimmy Conway in Goodfellas, Dwight Hansen in This Boy's Life, Neil McCauley in Heat, Gil Renard in The Fan, Max Cady in Cape Fear, Ace Rothstein in Casino, Louis Gara in Jackie Brown, Don Lino in Shark Tale, David Callaway in Hide and Seek, and Senator John McLaughlin in Machete.



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. In 1920, when Noodles was fourteen or fifteen, he forms 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 has some of the gang's underlings beat them and steal their money. Needing protection from Bugsy, Noodles and Max meet with the 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.


After serving twelve years for the murder, Noodles is released from prison and picked up by Max. He returns to working with his gang. Mobster Frankie Monaldi gives the gang an assignment to rob a Detroit jeweler of some jewels together with 'Joe from Detroit' and then kill him. 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 gang in a car, with Noodles personally gunning down one of Joe's henchmen who had escaped the car and fled into a factory.

The gang becomes further involved with the Mafia, and Noodles become re-involved with Deborah, a girl from his old neighborhood with whom he had had a relationship. 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 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 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' new girlfriend is murdered by the Syndicate, and Noodles hides out in an opium den. 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'.


Years later, Noodles returns to New York from hiding, having received a mysterious letter. He visits the mausoleum where his friends' bodies were moved and discovers a plaque dedicated to them by him (something he had not done) 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.

He learns that Deborah has become a famous actress, and while meeting with Deborah after a performance, he seemingly reconciles with her and she confesses that she has forgiven him. However, he also knows through his investigations regarding Bailey that Deborah knows who Bailey is and she is forced to tell him that Max is Bailey, when his son appears who looks like Max in his adolescent years. He breaks with her because of this. He also learns that Max faked his own death in the shootout with help from the Syndicate, killed his friends for that purpose, stole the money and became "Bailey", a very rich man currently under investigation for corruption. Bailey had left the money to hire Noodles to assassinate him, thus allowing Noodles to obtain his revenge, as well as to let Max, as "Bailey", die with dignity, because he knows he is finished because of this investigation. However, Noodles refuses. After leaving the party, Noodles witnesses the suicide of Max, who leaves the party after him and throws himself into a garbage truck, who drives past in front of Noodles.