A former Prohibition-era Jewish gangster returns to the Lower East Side of Manhattan over thirty years later, where he once again must confront the ghosts and regrets of his old life.

Noodles: [to Deborah] There were two things I couldn't get out of my mind. One was Dominic, the way he said, "I slipped," just before he died. The other was you. How you used to read me your Song of Songs, remember? "How beautiful are your feet / In sandals, O prince's daughter." I used to read the Bible every night. Every night I used to think about you. "Your navel is a bowl / Well-rounded with no lack of wine / Your belly, a heap of wheat / Surrounded with lilies / Your breasts / Clusters of grapes / Your breath, sweet-scented as apples." Nobody's gonna love you the way I loved you. At times I couldn't stand it. I used to think of you. I'd think, "Deborah lives. She's out there. She exists." And that would get me through it all. You know how important that was to me?
[last lines]
Secretary Bailey: [checking his pocket watch] It's 10:25. And I've got nothing left to lose. When you've been betrayed by a friend, you hit back. Do it.
[Noodles is still and silent for a long time]
Noodles: You see, Mr Secretary... 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.
[He looks at the man in front of him for the last time]
Noodles: I hope the investigation turns out to be nothing. It'd be a shame to see a lifetime of work go to waste.
[He leaves, with Max looking after him with remorse and sorrow]
Young Deborah: [to Noodles, reading the Torah] "My beloved is white and ruddy. His skin is as the most fine gold. His cheeks are as a bed of spices." Even though he hasn't washed since last December. "His eyes are as the eyes of doves. His body is as bright ivory. His legs are as pillars of marble." In pants so dirty they stand by themselves. "He is altogether lovable." But he'll always be a two-bit punk... so he'll never be my beloved. What a shame.
Noodles: It's true I have killed people, Mr. Bailey. Sometimes to defend myself, sometimes for money. And many people used to come to us. Business partners, rivals, lovers. Some of the jobs we took, and some we didn't. Yours is one we would never touch, Mr Bailey.
Max: Is this your idea of revenge?
Noodles: No. It's just the way I see things.
Noodles: How's your sister?
Fat Moe: I ain't seen her for years. She's a big star now.
Noodles: We should have known, huh? You can always tell the winners at the starting gate. You can always tell the winners, and you can tell the losers.
[looks at Moe]
Noodles: Who would've put a penny on you?
Fat Moe: I'd have put everything I ever had on you.
Noodles: Yeah, and you would've lost.
Fat Moe: Well, you're beat. Good night.
Noodles: Good night, Moe. Thanks.
Fat Moe: What have you been doing all these years?
Noodles: Been going to bed early...
[Deborah cleans up the bar while the rest of the family is out. Noodles walks in]
Young Deborah: What are you doing?
Young Noodles: Give me a drink.
Young Deborah: We're closed. Nice people don't drink on Pesach, they go to the synagogue.
Young Noodles: So what are YOU doing here?
Young Deborah: Somebody's got to keep an eye on the place. There are a lot of thieves out there. One could get into your house.
Young Noodles: Especially if you leave the door open.
Young Deborah: You can pray here too. Here or in the synagogue, to God it's the same difference. Come over here and sit down...
Young Patsy: Hey, stop by for you later!
Young Noodles: Yeah, but knock here on the john first! My old man's praying, and my old lady's crying, and the light's turned off. What the hell should I go home for? At least in here I can read...
Deborah Gelly: Age can wither me, Noodles. We're both getting old. All that we have left now are our memories. If you go to that party on Saturday night, you won't have those anymore. Tear up that invitation.
[last words]
Dominic: [shot by Bugsy] Noodles... I slip... ped.
Frankie Minaldi: Hey, Joe, tell these guys the story about the pussy being insured. What is it? Tell these guys how you stumbled on this whole thing. Tell them the story. Come on. Pussy insurance, the insurance pussies. Tell them that story.
Joe Minaldi: Life is stranger than shit, that's all. It's a pisser. No big story. I got this insurance agent, this Jew kid named David. He conned me into every policy in the world. Every policy, name it, dogs, house, wife, life, anything. I'm drinking with the boys one night. He comes in with his wife, a brunette with a nice ass who works for a jeweller. And he's still on the hustle, this guy. So I wink at the guys, I say, "Look... the most serious policy, you don't have me covered for." He goes, "What's that, Joe?" "Cock insurance. You make me a policy that when it don't work, I get a payment. I'll write out a check now." He thinks, and he says, "I don't know if the actuality gauges govern this... but we can make a policy. But you gotta guarantee you're in good health now." I says, "Look, leave her with me. Come back and see if it stands up. If it stands up, you know I'm in good health." The jerk leaves her. I screw her. Not only that, she likes it. And she tells me when her boss, the jeweller is shipping stones to Holland, where he keeps his stash - in a drawer in the safe - everything! Can't ask for more, right? Except, one better. I never paid the first premium on the new cock policy.
Max: [laughing] Cock insurance...
Joe Minaldi: Life is funnier than shit. But... be easy with the girl. I mean that. Be easy with the girl.
[In 1968, Noodles meets a familiar figure in heavy make-up... ]
Noodles: Hello, Deborah.
[For a long time, Deborah is silent and still]
Noodles: Aren't you gonna say anything?
Deborah Gelly: What is someone supposed to say after... after more than thirty years?
Noodles: Well, how about "How're you doing? You look good." Or, "I was hoping I'd never see you again."
Deborah Gelly: I never thought I would. There's a difference.
Max: You'll be carrying the stink of the streets with you for the rest of your life!
Noodles: 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.
Deborah Gelly: Noodles... you're the only person that I have ever...
Noodles: Ever what?
Noodles: Go ahead, ever what?
Deborah Gelly: ...that I ever cared about. But you'd lock me up and throw away the key, wouldn't you?
Noodles: Yeah. Yeah, I guess so.
Deborah Gelly: Yeah... and the thing is, I probably wouldn't even mind.
Noodles: So?
Deborah Gelly: So... I got to get to where I'm going.
Noodles: And where's that?
Deborah Gelly: To the top.
Noodles: Now you sound just like Maxie. You's both alike, that's why you hate each other.
Frankie Minaldi: [introducing the gang to Joe] Here they are, "The Four Horsemen Of The Apocalypse"! Did you happen to see that movie, Joe? It's a good movie.
[after switching Aiello's baby boy]
Max: So?
Noodles: We got a deal.
Max: To a very smooth talker.
[the gang cheers]
Noodles: Where's that switch list?
Patrick 'Patsy' Goldberg: The switch list?
Noodles: Yeah.
Patrick 'Patsy' Goldberg: I can't find it.
Max: What?
Patrick 'Patsy' Goldberg: I can't find it!
Noodles: What'd you do with it?
Patrick 'Patsy' Goldberg: I think I dumped it.
Max: What a yutz!
Noodles: Oh, Pat...
Patrick 'Patsy' Goldberg: Wait a minute, listen... Listen, Noodles. Noodles, wait, I remember... the boys' numbers was odd... even! And the girls' was odd!
Philip 'Cockeye' Stein: [sardonic] You took good stock.
Noodles: Hey, let's give him an even number. Eight... let's pick an eight.
Patrick 'Patsy' Goldberg: Eight... yeah, it's a good number.
Philip 'Cockeye' Stein: Wait, what about the other pischers?
Max: We're better than fate. Some we give the good life, others we give it up the ass.
Dominic: Bugsy's coming! Run!
Noodles: Well, at least you recognized me. That's something.
Deborah Gelly: [sardonic] Actresses have good memories.
Deborah Gelly: There's an exit back this way. Noodles, go through it. Keep walking. Don't turn around. Please, Noodles, I'm begging you, please.
[about Max's Reserve Bank job]
Carol: What chance is there that a crazy thing like this might succeed?
Noodles: Don't ask me, ask Max.
Carol: You know as well as I do that this is suicide, pure and simple, for everyone.
Noodles: Yeah, well, don't tell me, tell him. You got your own methods.
Carol: I tried. He doesn't want to screw anymore. All he thinks about is this job: tear gas, hostages... Now he's gonna do this, and he's gonna do it with or without you!
Carol: Noodles, we've never liked each other. We put up with each other for Max. So why don't we get together once... and do something for him. And after that, we can go back to being enemies.
Carol: You know... if you were all in jail first... there wouldn't be any bank job.
Carol: I got the idea from your friend Max.
Noodles: What do you mean?
Carol: He laughs at you. He makes fun of you. He says Eve has got you by the balls. Every time you walk past this place, you shit in your pants. You'd do anything for the cops to pick you up, so you wouldn't have to do this. Well then, do it. Do it! Put him in jail. Put him in jail. Not long, just long enough so he can get the idea out of his mind. If you can't stand being away from him, put yourself there too. Better off than being dead. You know what to do. And if you don't, I will.
[after Joe is executed]
Max: You okay?
Noodles: How come you didn't tell me?
Max: Being inside can change you. I'd already made the deal with Frankie to get rid of Joe. With a man like Frankie Minaldi you don't say yes, and then no. I could not take the chance that you'd change your mind. You understand.
Noodles: You're right. I would have said no.
Max: Frankie is as big as they come. He's got the Combination in his hand.
Noodles: If we're not careful, he'll have us in his hand.
Max: You don't get nowhere alone.
Noodles: I thought you didn't like bosses. It sounded like a good idea then. It still is.
Max: 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...
Noodles: 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!
Max: All right! let's just forget about it...
Deborah Gelly: I'm leaving tomorrow to go to Hollywood. I wanted to see you tonight to tell you.
Noodles: Let's go for a swim...
[accelerates the car down the pier]
Max: All right, what are you doing?
Philip 'Cockeye' Stein: Hey, Noodles... Don't fuck around, Noodles!
Max: Noodles, what are you doing?
Patrick 'Patsy' Goldberg: HEY! You crazy?
[Noodles drives the car off the pier into the water]
Max: While you were on vacation, we were working overtime. The union paid off. That's your share.
Philip 'Cockeye' Stein: Yeah. Even that geek, you know, Jimmy "Clean Hands," he respects us. I shed a little blood for the cause.
Fat Moe: [handing newspapers to Noodles] Here, it's all in the papers. Morning Telegraph, they didn't like it, it says, "Underworld joins strikers in brutal battle." But the Post, they liked it: "Ends justify means in decisive gangland encounter." And they kvetched about the Atlantic City job.
Philip 'Cockeye' Stein: Newspaper guys never know what the fuck they want.
Noodles: Well, you could have looked for me.
Max: We did. Cockeye found you at the Chink's, so doped up you didn't even recognize him.
Philip 'Cockeye' Stein: There you were. You called me "Deborah."
Noodles: Go fuck yourself! Mind your own business!
Max: We do our business TOGETHER, and broads do NOT get in the way... and you know it!
Noodles: Yeah?
Max: Yeah!
Noodles: [indicating Carol] What's SHE doing here? It ain't Saturday. She should be screwing in Detroit.
Carol: Well, she's screwing HERE now - and ONLY with Max!
Noodles: Oh, yeah? With her husband peeping through?
Carol: No, I left him.
Noodles: You live with her and you tell ME not to mess with broads...
Max: You forget one thing.
Noodles: What?
Max: I don't give a fuck about her!
Carol: Max...
Max: Shut up! Shut up!
Noodles: Hey, Maxie, tell me something. What'll you spend your honeymoon on, a cathouse?
Max: Shut the fuck up! Shut up! Just shut up! You want me to dump her? You want me to kick her fucking ass out of here? Want me to kick her ass out or what? You want me to kick...? Get the fuck out! Get the fuck out! Get out! Gonna tell me I don't have a way with women?
Joe Minaldi: [inspecting diamonds through a loupe] Any trouble?
Patrick 'Patsy' Goldberg: No trouble. Kid stuff.
[Pulls out a gun and shoots Joe in the eye through the loupe]
Noodles: I always thought you might have helped yourself to that million bucks. But now I know. Yeah, you're on your ass worse than ever.
Fat Moe: But I thought it was you who...
Noodles: No, you thought wrong. The suitcase was empty.
Fat Moe: Then who took it?
Noodles: That's what I've been asking myself for 35 years.
[In 1931, Max picks up a just-released Noodles in a hearse]
Max: We got a rush job. Here. Come here, look at this. Come here.
[gestures to the back of the hearse]
Max: Sudden death. Fucking tragedy, huh? 26 years old.
Noodles: 26? What a shame!
Max: Great stiff. She died of an overdose.
Girl in Coffin: [sitting up] And I'm ready for another!
Max: [pushes Noodles into the hearse] Pump the life into her! You didn't turn pansy in there, did you?... There you go!
[Max starts the hearse and looks at some people surprised at the noises coming from the hearse]
Max: Turning over in the grave, they do it every time...!
[the hearse parks in front of Fat Moe's diner at night]
Girl in Coffin: [exhausted] Don't worry. A pansy he ain't.
Noodles: Thanks.
[as Deborah dances to a record of "Amapola", she catches Noodles spying on her in the bathroom]
Young Deborah: Get down off of there, roach! That record's just like Ex-Lax - every time I put it on, you have to go to the bathroom!
Deborah Gelly: You dancing?
Noodles: You asking?
Deborah Gelly: I'm asking.
Noodles: I'm dancing.
[they dance]
Noodles: Why'd you ask me to come here, Mr. Bailey?
Secretary Bailey: That invitation doesn't mean a goddamn thing, and you know it. All that counts is what was in that suitcase: the money and the contract.
Noodles: It didn't say who the contract was on, though.
Secretary Bailey: Haven't you figured that out yet?
Noodles: You, Mr. Bailey? I haven't had a gun in my hand for many, many years. My eyes aren't too good, even with my glasses. My hands shake. And I wouldn't want to miss, Mr Bailey.
Secretary Bailey: Cut the bullshit, Noodles, I'm already a dead man! At least give me the chance to settle the debt that I owe to you! I'll never make it before the investigating committee...
[indicates the people at his party]
Secretary Bailey: They're scared I'll implicate the whole bunch of 'em, they gotta get rid of me. Today is as good a day as any. You do it, Noodles. You're the only person I can accept it from. You see, I found out where you were. I brought you back here for this, to even the score between you and me.
[points to a side door]
Secretary Bailey: You can get out through there. It leads right down to the street. Nobody will see you.
Noodles: I don't know what you're talking about. You don't owe me a thing.
Secretary Bailey: Your eyes were too full of tears to see it wasn't me burned up on that street. It was somebody else. You were too shocked to realize that the cops were in on it too. That was a Syndicate operation, Noodles.
Noodles: You're crazy...
Secretary Bailey: You said that to me once before, a long time ago. But my mind was never as clear as it was at that moment. 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?
[Before Max's grand robbery]
Noodles: I'm gonna be gone for a while.
Eve: I'll be waiting at the hotel. I like it when you come home late and wake me up.
Noodles: I'm not gonna be home tonight. I'm not gonna be home tomorrow either.
Eve: I thought these things only take a couple of hours...
[Elsewhere, the gang is making a toast to the end of Prohibition]
Eve: How long will I have to wait?
Noodles: A year and a half, more or less. Six months off for good behaviour.
Eve: What are you gonna do?
Noodles: Don't ask.
Patrick 'Patsy' Goldberg: Let's talk to her...
[the gang chats up Carol]
Patrick 'Patsy' Goldberg: So you left Detroit, huh?
Peggy: Her and her husband just come in on weekends.
Philip 'Cockeye' Stein: Yeah. Beats the seashore.
Peggy: She takes on guys while her hubby watches through the peephole.
Philip 'Cockeye' Stein: Beats the hell out of the movies!
Patrick 'Patsy' Goldberg: I wonder what that jerk is up to in his cubbyhole?
Noodles: He must be wondering "Where is his fucking wife?"
Sharkey: You boys got yourself a real martyr for a friend. Make it work for you.
Patrick 'Patsy' Goldberg: Yeah, but what are we going to do with a martyr?
Sharkey: Times change. Prohibition won't last much longer. Take it from me, a lot of you will be out of work.
Max: Go on, Mr. Sharkey. We're interested.
Sharkey: You ever think of setting yourselves up in business? All those trucks used to haul liquor, soon be selling them for nothing. I'm talking about hundreds of vehicles controlled by a national organization. And supported by a powerful union headed by Jimmy. Whatever you ask, there's no way he can turn you down.
Philip 'Cockeye' Stein: You gotta be kidding, Sharkey! Jimmy "Clean Hands" in business with US?
Sharkey: They won't be clean for long, with the hands he'll shake. Everything in good time.
Noodles: We're not interested.
Sgt. P. Halloran: Sergeant Halloran. Hello. Who's speaking? Can I help you? Hello.
Noodles: I got a good tip for you...
Max: You know, I've been watching you all night, and you've been drinking like a fish. Trying to get your courage up? We're only bringing in a shipment of booze, it's got so you're even scared to do that. Maybe you just better stay home tonight, with Eve.
Noodles: Hey, Maxie, everywhere you go, I go too. Remember that.
Max: Maybe Sharkey was right. Maybe I ought to just dump you.
Noodles: You're really crazy.
Max: Never say that. Don't say it!
[Peggy introduces the gang to Carol]
Peggy: You know these guys?
Carol: [looking at their faces] No, I don't think so. No. No, I'd remember a bunch of good-lookers like these.
[the gang ties bandanas around their faces]
Carol: Oh... well, how could I forget? There was... there was only one of you I got to know personally, though.
Max: Which one? Let's see how good a memory you've got for faces.
[They unbotton their flies, and a delighted Carol takes a long look at the four men in front of her]
Carol: [to Max] You!
Max: No, him.
[gestures to Max]
Noodles: We've been hanging out so long we're starting to look alike.
Max: Hanging out...
Carol: Charmed. You can call me Carol. We've already met. Pleasure.
Max: The pleasure... is all mine.
[kisses Carol]
[changing his baby son's diaper]
Police Chief Aiello: Hey, hey, let Papa change you. Come on, everything will be swell. Come on, come on, come on...
[removes the diaper]
Police Chief Aiello: What the fuck is this? What is this? Huh? What's that? LOOK!
[the baby's a girl, and just as obviously not his child]
[in 1968, Noodles meets Fat Moe]
Noodles: I brought back the key to your clock.
Young Noodles: You'll put up, and you'll shut up! You hear nothing, and you see nothing! Just like you did for Bugsy!
Noodles: What does Bailey want from me?
Deborah Gelly: You came to ask me that?
Noodles: Why'd he send me an invitation?
Deborah Gelly: I don't know! I don't know! I don't know! Why should I know about your invitations? What do you want? Why did you come here? I know nothing! I know nothing!
Noodles: Now you're a lousy actress...
[Noodles gives Moe a letter to read]
Fat Moe: Who's Robert Williams?
Noodles: I am.
Fat Moe: [reading] "We wish to inform you that following the sale of the Beth Israel Cemetery..." The synagogue sent these out if you wanted to relocate your loved ones. I got the same letter on account of my father.
Noodles: Only the synagogue didn't send that. I got that last week, and the rabbi told me he sent those out about eight months ago.
Fat Moe: Yeah, that's right. That's about when I got mine. So... what else did the rabbi say?
Noodles: He said I was lucky. The bodies of... Philip Stein, Maximilian Bercovicz, Patrick Goldberg... were already spoken for. And they were up in a very fancy cemetery in Riverdale.
Fat Moe: What's this all mean?
Noodles: It means, "Noodles, though you've been hiding in the asshole of the world, we found you. We know where you are." It means, "Get ready."
Fat Moe: For what?
Noodles: That's the one thing it didn't say.
Officer 'Fartface' Whitey: Okay, boys, we're even...
Young Noodles: The hell we are!
Young Max: You'll be collecting your pension before we're even!
[watching a TV news broadcast about the Bailey Scandal in 1968]
Fat Moe: Take the money and run, Noodles. What's keeping you here?
Noodles: Curious...
[Noodles meets Fat Moe after raping his sister Deborah]
Noodles: You got any coffee around?
Fat Moe: Yes.
Noodles: Thanks.
[stirs coffee for 60 seconds]
[Noodles meets a young man, the spitting image of Max]
Deborah Gelly: This is Secretary Bailey's son. His name is David, just like yours.
[In 1932, Noodles takes Deborah out to dinner]
Deborah Gelly: Been waiting long?
Noodles: All my life.
[Prohibition is repealed]
Noodles: Hey, Maxie. Max! How much money we got put away?
Max: Why?
Noodles: Because we're unemployed.
Max: About a million bucks.
Carol: Oh, yeah? Where'd you put it?
Max: In my underwear.
Carol: I'd have found it there...
[Chief Aiello's son is missing and he gets a call almost immediately]
Police Chief Aiello: My son, where is he?
Noodles: Where do you think? He's in the maternity ward. He never left. He got restless, so he wanted to change his bed. The other kids got the same idea, so they wanted to change their beds. You got thirty, forty screaming babies jumping from one bed to another, switching tags. So now we do have a real problem.
Police Chief Aiello: Piece of shit, whoever you are! What the fuck? I want my son!
Noodles: Luckily, we were there to see that everything was under control. If you want, we can put everything back. Except you gotta meet us halfway.
Police Chief Aiello: Tell me!
Noodles: Why do you give a fuck who wins the strike?
Police Chief Aiello: That's got nothing to do with me!... What did I do?
Noodles: First of all, you let the scabs in. Second, you've got the cops in there protecting them.
Police Chief Aiello: I'm a cop!
Noodles: All right, shut the fuck up! Now listen very carefully: call off your dogs and let the strikers work it out with the bosses.
Police Chief Aiello: I want my son!
Noodles: Do that, and we'll give you the kid's number. If you don't, look for your kid yourself. So what's it gonna be?
Police Chief Aiello: Okay. I'll call my men off today.
Noodles: Attaboy. You know, for a rotten bastard son of a bitch... you're not as stupid as I thought. We'll be in touch.
Police Chief Aiello: When will you call?
Noodles: Don't worry, don't worry, we'll be in touch with you. Bye.
[hangs up]
Young Max: From here on, we establish the shared funds of the gang. They belong to all of us together, and to none of us alone. And we solemnly swear to put in 50 per cent of everything we make. Agreed?
Young Noodles, Young Cockeye, Young Patsy, Dominic: Agreed.
Dominic: I wanna take another peek!
Secretary Bailey: Sit down, Noodles. Make yourself comfortable. I'm glad you accepted my invitation.
Noodles: Well, I was curious. So many important people in one place...
Secretary Bailey: Yes. Well, the rats usually desert a sinking ship. But in my case, they appear to be flocking on board.
Noodles: Yeah, well, I read about your troubles in the newspapers. But a man in your position, with all your power and all your privileges, has to assume a certain amount of responsibility... a certain amount of risk.
Max: Holy shit! Noodles! Noodles! Come here, come here. Look, the blond by the piano...
[points at Carol]
Noodles: Who's that?
Max: Who is that? You and this broad were practically engaged at one point!
Noodles: I'm not interested in friends from those places, and I don't trust politicians!
Noodles: You're still acting like a street schmuck! You know, if we'd listened to you, we'd still be rolling out drunks for a living!
Bugsy: [Bugsy and his gang have beaten Noodles and Max] You don't work for me, you don't work for no-one!
Young Max: I don't like bosses.
Bugsy: You'd be better off you stayed in the Bronx.
Young Max: Woulda been better for *you*, too!
[Bugsy spits on him, and he and his gang walk off]
Young Max: I'm gonna kill him one of these days...
Young Noodles: Yeah? Meanwhile, it looks like he killed US!
Carol: [looking at Noodles] Why don't we make it a threesome, huh?
Max: Can't you see he's got other plans for tonight?
Carol: Well, bring her along! We'll make it a foursome!
Noodles: I'm not that kind of guy. Besides, I'm afraid if I give you a good crack in the mouth, you'd probably like it...
[first lines]
[In 1933, two goons rudely question a young woman]
Beefy: Where is he? Where's he hiding?
Eve: I don't know... I've been looking for him since yesterday.
[second goon slaps her harshly; she falls onto the bed]
Beefy: I'm gonna ask you for the last time: Where is he?
Eve: I don't know... What are you gonna do to him?
[Two shots are heard]
Beefy: [to his partner] Stay here in case that rat shows up...
Young Noodles: Who're YOU calling a cockroach?
Young Deborah: So what are you? You're filthy! You make me sick! You crawl up toilet walls just like a roach! So what are you?
[Noodles grabs Deborah]
Young Deborah: Let go!
Young Noodles: I make you sick, huh? Then how come you showed me your tush?
Young Deborah: To a roach! Go look at yourself, David Aaronson!
Beefy: [beating up Moe] Who you protecting, you dumb asshole? A stoolie who rats on his own friends? They were your friends too!
Police Chief Aiello: I'm the chief of police, not the chief of the people.
[Max interrupts Noodles passionately kissing Deborah]
Young Noodles: Were you in there?
Young Max: You're one lousy kisser. I seen you go in there after that ball-buster.
Fat Moe: When did you get back?
Noodles: Today.
Fat Moe: Why?
Noodles: They got in touch with me.
Fat Moe: Who?
Noodles: I thought you might know.
Fat Moe: Me? I don't know nothin' 'bout nobody no more.
Bercovicz & Co. hearse: Why go on living when we can bury you for $49.50?
Deborah Gelly: Why do you want to see me?
Noodles: Two reasons. I wanted to see if you did the right thing, turning me down to be an actress.
Deborah Gelly: Well?
Noodles: You did. You're terrific.
[Disregarding the wrinkles on Deborah's face, Noodles gazes at a theatre poster of "Anthony and Cleopatra," which Deborah had just acted in]
Noodles: "Age cannot wither her..." It's like the play was written for you.
Deborah Gelly: What was the other reason?
Noodles: The other reason is... to decide whether I should go to a party tomorrow night.
[Deborah is slightly amused by this answer]
Deborah Gelly: A party?
Noodles: Yeah, on Long Island. A Secretary Bailey.
[Deborah gives a slight but unmistakeable start]
Deborah Gelly: Do you know Secretary Bailey?
Noodles: No, but I was invited anyway.
Deborah Gelly: If you don't know each other, why were you invited?
Noodles: I don't know. I thought you might know why.
Deborah Gelly: Me? Why me?
[Noodles gets up and walks over to Deborah]
Noodles: Because you know him.
[In 1968, Noodles notices a picture]
Noodles: What is this?
Carol: Opening night. Fifteen years ago.
Noodles: [pointing at a familiar person in the picture] Who's this?
Carol: Patron saint of the place. Some actress.
Noodles: Do you know her?
Carol: No.
[the woman is unquestionably and without a doubt Deborah]
[Noodles runs into Moe as he is carrying a pile of full plates - crash!]
Young Noodles: Sorry, Fats!
Max: Ladies and gents, I drink to the demise of Fat Moe's speakeasy. Who the hell wants to drink here legally anyway, am I right? Okay, come on, Moe, set them up! Go on, get in there!
[raises a toast]
Max: Here's mud in your eye! Boys, let's drink to our last shipment! There's more onboard tonight than just booze... it's ten years of our lives, ten years that were really worth living!
Patrick 'Patsy' Goldberg: Yeah!
Max: Noodles... Noodles! L 'Chaim!
Noodles: [quietly] L 'Chaim.
Patrick 'Patsy' Goldberg: Hey, Noodles, get a load of this... Hey, scotch heating!
Philip 'Cockeye' Stein: Yeah, a buck a cup.
Noodles: A buck a cup?
Max: Yeah!
Noodles: How much's it cost us?
Max: Costing us? A dime, including overhead!
[Noodles is raping Carol]
Max: We're going, you coming?
Carol: Hit me!
Noodles: What, are you crazy?
Young Peggy: [being groped by Noodles] You better stop squeezing me, or I'm gonna poop in my pants!
Fat Moe: [winding up a clock] What do you think?
Noodles: I think the answer's here. That's why I came back.
Patrick 'Patsy' Goldberg: [Patsy and Max have Crowning at gunpoint and are trying to get Chicken Joe and Willie the Ape to release O'Donnell] Just swapping prisoners.
Philip 'Cockeye' Stein: Fair trade, huh, chickenhead?
[Chicken Joe turns and sees Cockeye and Noodles standing to his right]
Philip 'Cockeye' Stein: Union boy over here, for Mister Boss Man.
Chicken Joe: Well, look who's here - Fat Moe's boneyard boys!
Max: Which reminds me... how's that cancer in your gut comin' along, Chicken Joe?
Noodles: You've been around. Where'd you learn them "parlez-vous francais" dishes? Who's teaching you that stuff?
Deborah Gelly: You mean a sugar daddy, who tries to teach me how to act? I read books. I want to know everything. Doesn't it make sense to have plans?
Noodles: Yeah, it does. What about me? Am I in any of these plans?
Patrick 'Patsy' Goldberg: You know what? You know, I wish I was switched when I was a kid.
Noodles: What makes you think you weren't?
James Conway O'Donnell: Who are you? Who's paying you?
Philip 'Cockeye' Stein: I think this is gonna piss you off, Mac. I think it's those dirty politician friends of yours.
James Conway O'Donnell: Yeah? Well, you crawl back and tell 'em we don't want you in with us. Our fight's got nothing to do with liquor and prostitution and dope.
Max: Well, you'd better get used to the idea, pal. This country is still growing up. Certain diseases it's better to have when you're still young.
James Conway O'Donnell: You boys ain't a mild case of the measles. You're the plague.
[points at Crowning]
James Conway O'Donnell: And bastards like HIM are immune. That's the difference between us and them!
[Noodles puts Jimmy's coat on him, making him flinch]
Noodles: Take it easy! The difference is, they're always gonna win. And you're gonna keep gettin' it up the ass.
Crowning: Sooner than you think.
Noodles: Who is Secretary Bailey?
Deborah Gelly: Secretary Bailey is a rich businessman. He came to the United States as an immigrant and made a lot of money in San Francisco and L.A., where he's lived for 30 years.
Noodles: I know all that, it's all in the papers. What else is there?
Deborah Gelly: He married a very wealthy woman, they had a child. She died when the child was born. A few years ago he went into politics, moved here.
Noodles: That's history, I'm not talking about that. I'm talking about now.
Deborah Gelly: Right now he's in trouble.
Noodles: Just say you've been living with him all these years. And that you're his lover.
[In 1931, Max greets Noodles, who has just gotten out after 10 years in prison]
Max: Can I take that for you, sir? Your limousine is waiting.
[takes Noodles' bag]
Noodles: Maxie...
Max: You're looking good.
Noodles: You're looking a little better.
[a romantic moment between Noodles and Deborah is interrupted]
Young Deborah: Somebody's there!
Young Noodles: There ain't nobody. It's Max.
Young Deborah: So that's who it was...
Young Max: Noodles!
Young Deborah: [smiling maliciously] Go on, run. Your mother's calling you.
Young Max: Noodles!
Young Noodles: Just gonna go see what he wants...
Peggy: Come on, let's see if you can guess who it is...
Noodles: Charlotte russe, with a little too much whipped cream... Peggy.
Peggy: Hey, you watch it, now! And my prices, they've gone up. I work in a high-class joint now, and I get paid by the pound.
Patrick 'Patsy' Goldberg: My Peggy, she's worth every penny of it too, my red-hot mama!
Deborah Gelly: Where were you?
Noodles: I was out of town.
Deborah Gelly: Have you been back long?
Noodles: A couple of days.
Deborah Gelly: Are you staying?
Noodles: [sits down] That depends...
[Noodles is spying on Deborah as she dances]
Young Deborah: Fats, you better spray the toilet! I saw a cockroach in there!
[Deborah orders her maid Margo to leave her alone with Noodles]
Noodles: She called you Miss... you never got married?
Deborah Gelly: No.
Noodles: Do you live alone?
Deborah Gelly: No.
[about Deborah]
Young Noodles: She don't leave me alone, I'm gonna give her what she's asking for...
Noodles: To keep from going crazy, you have to cut yourself off from the outside world, just not think about it. Yet there were years that went by. It seemed like... no time at all, because you're not doing anything.
[at a restaurant]
Noodles: You wanted a place by the ocean. I had it opened. It was closed for the season. All these tables are for two people. Pick whatever one you want.
[in 1931, Noodles meets Fat Moe]
Noodles: Fat Moe, you look terrific. Look like you lost an ounce or two.
Fat Moe: You think I'm gonna lose hemorrhoids!
Noodles: We gotta reorganize, Max. And I got a couple of good ideas...
Max: Me too.
Eve: If I had a million bucks, I'd take it easy.
Max: We'll take it easy when we got twenty... fifty!
Noodles: Where're you gonna get THAT?
Max: Right here...
[draws a diagram in the sand]
Noodles: What's that?
Max: It's a dream. A dream I've been dreaming all my life. I swear to God, you and me together, we can make it come true!
Noodles: What is it?
Max: The Federal Reserve Bank. It's the biggest step we can take, Noodles!
Noodles: You're really crazy.
Max: Don't you ever say that to me! Don't ever say that to me again!
[Patsy meets Peggy]
Young Peggy: What do you want?
Young Patsy: Me?
Young Peggy: Mama said you were looking for me.
Young Patsy: No, the guys told me that...
Young Patsy: What?
Young Patsy: I'll come back some other time...
[leaves post-haste]
Young Patsy: Noodles! Noodles! Noodles! Noodles!
[in 1931, Noodles meets Deborah]
Deborah Gelly: Aren't you going to say hello?
Noodles: Hello.
[Moe cues a band to play the "Amapola" tune]
Noodles: Your brother's a real friend. He's a romantic. Max tell you I was getting out today?
Deborah Gelly: Max? No.
Noodles: You remembered yourself?
Deborah Gelly: No, Moe, it's always Moe.
Noodles: Yeah. You weren't counting the days?
Deborah Gelly: Of course I was. 4344, 4343... I lost track at 3000.
Noodles: That wasn't my choice. Yes, it was. It still is. Did you come here to welcome me back at least?
Deborah Gelly: I still live here. I was on my way out, Moe said I should say hello.
Noodles: I hope Moe didn't have to bend your arm or anything.
Deborah Gelly: No. Welcome back, Noodles.
Max: [calling] Hey, Noodles!
Noodles: You dancing?
Deborah Gelly: Every night at the Palace Theatre. I've made some progress since I danced here among the brooms and the empties. You can come spy on me if you like... if you have time.
Noodles: Every night.
Max: Noodles!
Deborah Gelly: Go on, Noodles, your mother's calling you.
Deborah Gelly: It's good to see you again, Noodles.
Noodles: my pleasure...
Chicken Joe: [as he and another thug are torturing Jimmy O'Donnell] I don't give a *shit* about you and your Socialist workers!
Young Peggy: [to Noodles] Bring me a charlotte russe, and then you can do anything you like...
[cut to Patsy buying a charlotte russe for Peggy]
Young Patsy: That one. With the cream.
Young 'Fat' Moe: The five-cent one?
Young Patsy: Yeah. For the two-penny one she only gives you a hand job, I can do that myself.
Sharkey: [O'Donnell has been shot in the leg by Crowning's henchmen] Don't worry, Jimmy. With one leg a little shy, you're gonna take giant steps.
James Conway O'Donnell: Yeah... always one step behind you, eh Sharkey?
[Noodles finds Fat Moe tied up]
Fat Moe: Noodles. Noodles. Noodles. Untie me!
Noodles: Stay that way. No, stay. I want them to know I did it.
Fat Moe: Where you going?
Noodles: I'm gonna go get Eve.
Fat Moe: Don't.
Noodles: Why?
Fat Moe: They... they already been there.
Police Chief Aiello: Find my son, or I'll burn down this building!
[Max shows Noodles his latest purchase]
Noodles: What is it?
Max: It's a throne. It was a gift to a pope. It cost me about 800 bucks.
Carol: It's from the 17th century.
Noodles: What are you going to do with it?
Max: I'm sitting on it.
Carol: Max made fools of us, Noodles! He wanted to die! Did you know his old man died in the nuthouse? Max didn't want to end up the same way, so he put the idea in our heads to tip off the cops. And when they stopped the truck, Max started shooting first... just to get himself killed!

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