Once Upon a Time in America ending explained

What happens

In 1968, Noodles learns that Max survived, took the gang's money and Deborah, and arranged the ambush. Noodles refuses to kill him, and Max vanishes. Then we return to the 1933 opium den, where Noodles smiles.

The last image

Noodles, back in the opium den in 1933, smiles at the camera.

Three readings

1 · A drug dreamThe opium den is the true present, and the 1968 story is a dream built from memory and regret.

2 · Memory and guiltThe smile is a man softened by nostalgia, or numbed after betraying his friends.

3 · Real historyThe 1968 story happened, and the smile marks his escape into forgetting.

What it says

The ending leaves truth and memory tangled, which is the film's point. Noodles keeps the past in whatever form he can live with, and Leone suggests we do the same: some memories are sweeter than the truth.