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I took away your whole life from you. I've been living in your place. I took everything. I took your money, I took your girl. All I left for you was 35 years of grief over having killed me. Now why don't you shoot?
~ Maximilian "Max" Bercovicz asking Noodles to kill him
Let's just think about it, Noodles. They're gonna ask us to come in with them. There's a lot in it for us!
~ Max trying to justify the betrayal and murder of Joe Monaldi and his men
You'll be carrying the stink of the streets with you for the rest of your life!
~ Max berating Noodles for choosing the streets over the underworld

Maximilian "Max" Bercovicz is the main antagonist of the 1984 gangster film Once Upon a Time in America.

Like Noodles before him, he is a gangster and a thug who robs, steals, and murders for a living. But unlike Noodles, Max feels little remorse for his actions, as well as the fact that Max is far more greedy and ambitious than the street-level Noodles, willing to betray and murder his friends in doing so. After the failed heist of the Federal Reserve Bank, he made a deal with the Crime Syndicate to live under a new identity as Senator Bailey, and went on to marry Noodles' love interest, Deborah, even giving birth to a son named David. When targeted by the Crime Syndicate as he knew too much, he asked Noodles to kill him as he was the only person he could accept it from, but Noodles declined as he claimed his friend had already died a long time ago. Near the end, he supposedly jumps into a garbage truck killing himself, though there is no full proof of this, and his fate is left ambiguous at the end of the film.

He was primarily portrayed by James Woods, who also portrayed Hades in Hercules, Dr. Phillium Benedict in Recess: School's Out, Falcon in Stuart Little 2, Gloomius Maximus in Rolie Polie Olie: The Great Defender of Fun, Captain Ahab in The Adventures of Moby Dick, Ned Trent in The Specialist, Tom Hedden in Straw Dogs, Lester Diamond in Casino, Martin Walker in White House Down, Owlman in Justice League: Crisis on Two Earths, George Sheffield in Scarface: The World is Yours, himself in Family Guy, and Byron De La Beckwith in Ghosts of Mississippi.



In the early 1920s, during his childhood, Max foils Noodles, Patsy, Cockeye and young Dominic from rolling (robbing) a drunk. Shortly after this, Noodles almost has sex with local teenage prostitute Peggy before changing his mind at the last minute, which Max captures all on camera. Noodles confronts Max but a crooked policeman steals the watch they were fighting over. Later Max's camera enables them to blackmail the policeman, having sex with Peggy, and thus start their own gang independent of Bugsy, the local crime boss, who had previously enjoyed the policeman's corrupt protection. Bugsy then mercilessly has his men beat Noodles and Max mercilessly. The boys establish a suitcase money fund, which they hide in a locker at the railway station, giving the key to Fat Moe, a reliable friend who's not part of the operation. One day, Bugsy ambushes the boys and shoots little Dominic, who dies in Noodle's arms, who then stabs Bugsy to death and injures a police officer who tried to intervene. Noodles is arrested, and sentenced to 12 years in prison. Max was planning to kill Bugsy before Noodles intervened.


An adult Noodles is released from jail in 1932 and is reacquainted with his old gang: Max, Patsy, and Cockeye, who are now major players in the bootlegging industry during Prohibition. Meanwhile, during a robbery, which they commit under the orders of Frankie Monaldi, the gang meets Carol who soon becomes Max's girlfriend. The gang prospers from bootlegging under Prohibition, providing muscle for union boss Jimmy Conway O'Donnell. During this time, Max becomes deceitful and traitorous, as he murders Frankie's brother Joe and his men under Frankie's orders, leaving Noodles worried that their customary gang loyalty is being replaced by a corporate gangster mentality that dissolves trust.

The gang's financial success ends with the repeal of Prohibition, when Max considers a suggestion to set up what was to become the teamsters' union, which Noodles refuses and leaves. Max runs after him and they go to Florida together. While there, Max suggests robbing the New York Federal Reserve Bank, but Noodles sees it as suicidal. Carol, who also fears for Max's life, convinces Noodles to call the police on his friend for a minor offence, just to keep him in jail for a short time. Noodles does this at an end-of-Prohibition party. Shortly after, Max, who has followed him to the office, knocks him unconscious for calling him crazy. Regaining consciousness, Noodles finds out that Max, Patsy and Cockeye have been killed by the police, and is consumed with guilt over making that phone call which led to the scenes which begin the film. Noodles is then seen boarding the first bus to leave New York, going to Buffalo, where he will live in hiding under a fake identity for the next 35 years.

Max became more and more ambitious, as he planned to invest his money in big business, and planned to rob the Federal Reserve Bank, which got Patsy, Cockeye and seemingly himself killed. This completes his character arc from the film's deuteragonist to the film's main antagonist.


In 1968, Noodles receives a letter informing him that the cemetery where his friends are buried has been sold and asking him to make arrangements for their reburial. Realising that someone has deduced his identity, Noodles returns to Manhattan and stays with Fat Moe above his still-open restaurant. While visiting the new cemetery, Noodles finds there, visibly hung for him to take it, a key to the railway locker, once kept by the gang, and further notes the license plate of a car that is following him there. Opening that locker, he discovers a suitcase full of cash, like the one kept there and taken away, now with a note saying the money is a downpayment on his next job. Noodles hears about the lavish estate of Secretary Bailey, an embattled political figure whose name has been mentioned in news reports of the car explosion which killed the District Attorney.

Noodles visits Carol, who lives at a retirement home run by the Bailey Foundation. She tells him that Max planted the idea of Carol and Noodles tipping off the police because he wanted to die rather than go insane like his father who died in an asylum. He opened fire on the police to ensure his own death. While at the home, Noodles sees a photo of Deborah at the institution's dedication. Noodles tracks down Deborah, now a successful actress. He questions her about Secretary Bailey, telling her that he has received an invitation to a party at Bailey's house. Deborah claims not to know much about Bailey, but Noodles already knows they have lived together for years. In the end Deborah tells him Bailey was a starving immigrant who married a very wealthy woman who died in childbirth. She begs him to not go to the party but leave via the back exit and not the main door of her dressing room, where a young man named David is waiting for her. Noodles leaves via the main door and Deborah explains the young man is Secretary Bailey's son, named David (which is also Noodles' given name). David bears an obvious resemblance to Max as a young man (and is played by the same actor) implying that Secretary Bailey is Max.

The next scene reveals Secretary Bailey to be Max. Noodles meets with Max in his private room at the party. Max explains that corrupt policemen helped him fake his own death, so that he could steal the gang's money and steal Noodles' love interest Deborah, in order to begin a new life as Mr. Bailey, a man with contacts to the teamsters' union. Now faced with ruin and the spectre of a teamster assassination, Max asks Noodles to kill him. Noodles refuses despite Max's permission and goading, because, in his eyes, Max died with the gang. As Noodles leaves Bailey's estate, he hears a garbage truck start up and looks back to see a man standing at the driveway's gated entrance. As he begins to walk towards Noodles, the truck passes between them. The truck passes and Noodles sees its auger grinding down rubbish, the man nowhere to be seen.


  • He becomes the film's main antagonist as he stages and masterminds the deaths of all of Noodles' friends and takes both his money and his girl, leaving him nothing but 35 years of grief over seemingly having him killed.
  • He is one of the few characters in a movie to serve as both the deuteragonist and the main antagonist.
  • He shares similarities to Michael Corleone and Jimmy Conway, as all three of them started off as honorable and affable criminals, before becoming increasingly paranoid and malevolent, and they all ultimately become the villains of their stories.
  • The actor who portrayed him, James Woods, is widely known for playing bad guy roles.