Once Upon a Time in America is a 1984 epic crime film based on Harry Grey's semi-autobiographical 1952 novel The Hoods. Directed by Sergio Leone from a screenplay he co-wrote with Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli and Franco Ferrini, the film stars Robert De Niro, James Woods, Elizabeth McGovern, Joe Pesci, Burt Young, Tuesday Weld and Treat Williams. The film is an Italian–American venture produced by The Ladd Company, Embassy International Pictures, PSO Enterprises and Rafran Cinematografica, and distributed by Warner Bros. It chronicles the lives of best friends David "Noodles" Aaronson and Maximilian "Max" Bercovicz as they lead a group of Jewish ghetto youths who rise to prominence as Jewish gangsters in New York City's world of organized crime. The film explores themes of childhood friendships, love, lust, greed, betrayal, loss and broken relationships, together with the rise of mobsters in American society.