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Once Upon a Time in America

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Title: Once Upon a Time in America  
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Subject: Sergio Leone, Ennio Morricone, Jennifer Connelly, Robert Harper (actor), James Russo
Collection: 1980S Crime Films, 1984 Films, American Crime Films, American Epic Films, American Films, English-Language Films, Epic Films, Film Scores by Ennio Morricone, Films About Jews and Judaism, Films About Organized Crime in the United States, Films Based on American Novels, Films Based on Novels, Films Directed by Sergio Leone, Films Set in 1920, Films Set in 1932, Films Set in 1933, Films Set in 1968, Films Set in Brooklyn, Films Set in New York City, Films Shot in Italy, Films Shot in New Jersey, Films Shot in New York City, Gangster Films, Italian Crime Films, Italian Epic Films, Italian Films, Italian-Language Films, Mafia Films, Regency Enterprises Films, Screenplays by Sergio Leone, Warner Bros. Films, Yiddish-Language Films
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Once Upon a Time in America

Once Upon a Time in America
(C'era una volta in America)
Theatrical release poster by Tom Jung
Directed by Sergio Leone
Produced by Arnon Milchan
Screenplay by Franco Arcalli
Leonardo Benvenuti
Piero De Bernardi
Franco Ferrini
Ernesto Gastaldi
Stuart M. Kaminsky
Sergio Leone
Enrico Medioli
Based on The Hoods 
by Harry Grey
Starring Robert De Niro
James Woods
Elizabeth McGovern
Joe Pesci
Burt Young
Tuesday Weld
Treat Williams
Music by Ennio Morricone
Cinematography Tonino Delli Colli
Edited by Nino Baragli
The Ladd Company
Embassy International
PSO Enterprises
Rafran Cinematografica
Distributed by Warner Bros.
Release dates
  • 23 May 1984 (1984-05-23) (Cannes)
  • 1 June 1984 (1984-06-01) (USA)
Running time

229 minutes (European release)
139 minutes (US release)

251 minutes (extended directors cut)
Country Italy
United States
Language English
Budget $30 million
Box office $5,321,508

Once Upon a Time in America is a 1984 Italian mobsters in American society.


  • Plot 1
  • Cast 2
  • Production 3
    • Pre-production 3.1
    • Casting 3.2
    • Filming 3.3
    • Editing 3.4
    • Soundtrack 3.5
  • Release 4
    • Versions 4.1
  • Critical response 5
  • Awards and nominations 6
  • Home media 7
  • See also 8
  • References 9
  • Bibliography 10
  • External links 11


Note: The film is presented in non-chronological order, from the 1920s to the 1960s, and the film is largely told through flashbacks from the viewpoint of one person.

David "Noodles" Aaronson (Scott Tiler) struggles as a street kid in the Jewish ghetto on the Lower East Side of Manhattan,[1] in 1920. His gang, consisting of Patrick "Patsy" Goldberg (Brian Bloom), Phillip "Cockeye" Stein (Adrian Curran), and little Dominic work for an older boy named Bugsy (James Russo) until they meet Max Bercovicz (Rusty Jacobs) who convinces them that they should form their own operation. The boys establish a suitcase money fund, which they hide in a locker at a train station, giving the key to Fat Moe Gelly (Mike Monetti), a reliable friend who's not part of the operation. Noodles is in love with Deborah (Jennifer Connelly), Fat Moe's sister, who aspires to be a dancer and actress. One day Bugsy attacks the boys and Little Dominic is shot and killed. In a rage, Noodles stabs Bugsy and a police officer who tried to intervene. He is sentenced to prison for 12 years.

An adult Noodles (Robert De Niro) is released from jail in 1932 and is reacquainted with his old gang: Max (James Woods), Patsy (James Hayden) and Cockeye (William Forsythe), who are now major players in the bootlegging industry during Prohibition. Noodles meets up with Deborah (Elizabeth McGovern) and tries to rekindle a relationship. Meanwhile, the gang meets Carol (Tuesday Weld) during a robbery and she soon becomes Max's girlfriend. The gang prospers financially under prohibition as they engage in bootlegging and also provide muscle for union boss Jimmy Conway O'Donnell (Treat Williams). Noodles tries to impress Deborah on an extravagant date, but feels rejected when she states that she is leaving for the West Coast to further her acting career. On their way home, they kiss in a limousine, but upon Deborah's reluctance to go further, Noodles rapes her. After Deborah leaves, he regrets what he has done.

The gang's financial success is threatened when prohibition is repealed. 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 friends. Later, Noodles learns that Max, Patsy, and Cockeye have been killed in a gunfight when cornered by the police. He is consumed with guilt for making the phone call. The same night Noodles discovers Fat Moe horribly beaten and the money from their railway locker suitcase missing. After using drugs in an opium den, Noodles flees the city for Buffalo to live under an assumed name.

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. Realizing that someone has deduced his identity, Noodles returns to Manhattan and stays with Fat Moe above his restaurant. Noodles visits a new mausoleum where his friends are interred and discovers a key, similar to the one for the railway locker the gang had previously used. Going to the locker, he discovers a suitcase full of cash and a note saying the money is a down payment on his next job.

Noodles visits Carol, who lives at a retirement home run by the Bailey Foundation. She tells him that Max caused the gang's death by opening fire on the police. While at the home, Noodles sees a photo of Deborah at the institution's dedication. Noodles tracks down Deborah, who is now a successful Broadway actress. He questions her about Secretary Bailey, an embattled political figure whose name has been mentioned in news reports, telling her that he has received an invitation to a party at Bailey's house. Deborah claims not to know much about Bailey, despite public statements indicating that they have lived together for years. As he is about to leave, Deborah introduces Noodles to Bailey's son David, whom he named after him. David looks the same as the adolescent Max.

Noodles attends the party at Secretary Bailey's house and hides his shock in discovering that Bailey is Max. At a meeting Max reveals that he faked his own death and stole the gang's money in order to start a new life. Now faced with scandal and corruption accusations Max asks Noodles to kill him. Noodles refuses, despite Max goading him with the fact that he "stole" Noodles's life. As Noodles leaves Bailey's estate, he looks back to see a man who may be Max come to the end of the driveway. Noodles then watches a garbage truck, stopped a moment ago in front of Bailey's house, moving off and blocking his view as Max slowly walked towards him. The truck passes between them and Max is nowhere to be seen, but the back of the truck shows a large auger spinning and destroying the rubbish, leaving the viewer to assume Max has ended up inside.

As the film begins and ends in 1933, with Noodles hiding in an opium den from Syndicate hitmen, and the last shot of the movie is of Noodles in a smiling, opium-soaked high, the film can be interpreted as having been a drug-induced dream, with Noodles remembering his past and envisioning the future. In an interview by Noël Simsolo published in 1987, Leone confirms the validity of this interpretation, saying that the scenes set in the 1960s could be seen as an opium dream of Noodles.[2] In the DVD commentary for the film, film historian and critic Richard Schickel states that opium users often report vivid dreams and that these visions have a tendency to explore the user's past and future.[3]

Many people (including Schickel) assume that the 1968 Frisbee scene, which has an immediate cut and gives no further resolution, was part of a longer sequence.[4] Roger Ebert stated that the purpose of the flying disc scene was to establish the 1960s time frame and nothing more.[5]


Character Actor (adult) Actor (adolescent)
David "Noodles" Aaronson Robert De Niro Scott Tiler
Maximilian "Max" Bercovicz / Christopher Bailey James Woods Rusty Jacobs
Deborah Gelly Elizabeth McGovern Jennifer Connelly
Patrick "Patsy" Goldberg James Hayden Brian Bloom
Philip "Cockeye" Stein William Forsythe Adrian Curran
Carol Tuesday Weld
Moe "Fats" Gelly Larry Rapp Mike Monetti
Frankie Manoldi Joe Pesci
James Conway O'Donnell Treat Williams
Bugsy James Russo
Peggy Amy Ryder Julie Cohen
Joe Minaldi Burt Young
Chief Vincent Aiello Danny Aiello
Eve Darlanne Fluegel
Dominic Noah Moazezi
Woman in the Puppet Theatre Olga Karlatos
Cemetery Director (2012 Restoration only) Louise Fletcher



During the filming of Once Upon a Time in the West, Sergio Leone read the novel The Hoods, by Harry Grey, a pseudonym for a former gangster-turned-informant whose real name was Harry Goldberg.[6] Leone was intent on making another trilogy about America.[6] He turned down an offer from Paramount Pictures to direct The Godfather to pursue his pet project. Grey met Leone several times in the '60s and '70s, and was a fan of Leone's Westerns.

One reason that the production took so long was that another producer had optioned the novel and refused to relinquish the property until the late 1970s. The film went through casting changes and production issues before filming began in 1982.


Leone considered many actors for the film in the long development process. Originally in 1975, Gérard Depardieu, who was determined to learn English with a Brooklyn accent for the role, was cast as Max with Jean Gabin playing the older Max. Richard Dreyfuss was cast as Noodles with James Cagney playing the older Noodles. In 1980, Leone spoke of casting Tom Berenger as Noodles with Paul Newman playing the older Noodles. Among actors considered for the role of Max were Dustin Hoffman, Jon Voight, Harvey Keitel, John Malkovich and John Belushi.

Early in 1981, Brooke Shields was offered the role of Deborah Gelly, after Leone had seen The Blue Lagoon, claiming that "she had the potential to play a mature character." A writers' strike delayed the project, and Shields withdrew before auditions began. Elizabeth McGovern was cast as Deborah and Jennifer Connelly as her younger self.

Joe Pesci was among many to audition for Max. He got the smaller role of Frankie, partly as a favor to his friend De Niro. Danny Aiello auditioned for several roles and was ultimately cast as the police chief who (coincidentally) shares his surname. Claudia Cardinale (who appeared in Once Upon a Time in the West) wanted to play Carol, but Leone was afraid she would not be convincing as a New Yorker and turned her down.


The film was shot between June 14, 1982, and April 22, 1983. Leone tried, as he had with A Fistful of Dynamite, to produce the film with a young director under him. In the early days of the project he courted John Milius, a fan who was enthusiastic about the idea; but Milius was working on The Wind and the Lion and the script for Apocalypse Now, and could not commit to the project. For the film's visual style, Leone used as references the paintings of such artists as Reginald Marsh, Edward Hopper, and Norman Rockwell, as well as (for the 1922 sequences) the photographs of Jacob Riis. F. Scott Fitzgerald's novel The Great Gatsby influenced Noodles' relationship with Deborah.

Most exteriors were shot in New York City (such as in Williamsburg along South 6th Street, where Fat Moe's restaurant was based, and South 8th Street), but several key scenes were shot elsewhere. Most interiors were shot in Cinecittà in Rome. The beach scene where Max unveils his plan to rob the Federal Reserve was shot in St. Petersburg, Florida. The New York's railway "Grand Central Station" scene in the thirties flashbacks was filmed in the Gare du Nord in Paris.[7] The interiors of the lavish restaurant where Noodles takes Deborah on their date were shot in the Hotel Excelsior in Venice, Italy.[7] The gang's hit on Joe was filmed in Quebec. The view of the Manhattan Bridge shown in the movie's poster can be seen from Washington Street in Brooklyn.[8]

The shooting-script, completed in October 1981 after many delays and a writers' strike between April and July of that year, was 317 pages in length.


By the end of filming, Leone had 8 to 10 hours' worth of footage. With his editor Nino Baragli, Leone trimmed this to almost 6 hours, and he originally wanted to release the film as two movies with three-hour parts.[9] The producers refused (partly due to the commercial and critical failure of Bertolucci's two-part Novecento) and Leone was forced to further shorten it.[9] The film was originally 269 minutes (4 hours and 29 minutes), but when the film premièred out of competition at the 1984 Cannes Film Festival,[10] Leone had cut it to 229 minutes (3 hours and 49 minutes) to appease the distributors, which was the version shown in European cinemas. (The film would later premiere in September 1984 in Italy in its 229-minute version.)

However, for the US release on June 1, 1984, it was edited further to 139 minutes (2 hours and 19 minutes) by the studio, against the director's wishes. In this shorter version, the flashback narrative was changed, by re-editing the scenes in chronological order. At an original budget of almost $30 million, in its opening weekend it only made just over $2 million (and eventually only made $5 million), after being pulled from theaters less than a month later due to dwindling box office receipts and critical backlash over the confusing plot holes due to the excessive cuts. It was a financial and critical disaster for the Ladd Company and almost bankrupted their distributions.

It was rumored that Leone was reportedly heartbroken by the American cut; never making another film until his death in 1989.


Once Upon a Time in America
Soundtrack album by Ennio Morricone
Released October 17, 1995
Genre Contemporary classical
Label Musicrama / Koch
Producer Ennio Morricone

The music was composed by Leone's long-time collaborator, Ennio Morricone. Due to the film's long production, Morricone had finished composing most of the soundtrack before many scenes had been filmed. Some of Morricone's pieces were played on set as filming took place (a technique that Leone used for Once Upon a Time in the West). "Deborah's Theme" was written for another film in the 1970s but rejected; Morricone presented the piece to Leone, who was initially reluctant, considering it too similar to Morricone's main title for Once Upon a Time in the West.

Track listing:

  1. "Once Upon a Time in America"
  2. "Poverty"
  3. "Deborah's Theme"
  4. "Childhood Memories"
  5. "Amapola"
  6. "Friends"
  7. "Prohibition Dirge"
  8. "Cockeye's Song"
  9. "Amapola, Pt. 2"
  10. "Childhood Poverty"
  11. "Photographic Memories"
  12. "Friends"
  13. "Friendship & Love"
  14. "Speakeasy"
  15. "Deborah's Theme-Amapola"
  16. "Suite from Once Upon a Time in America (Includes Amapola)"
  17. "Poverty" [temp. version]
  18. "Unused Theme"
  19. "Unused Theme" [version 2]

Besides the original music, the film used "found" (source) music, including:

  • "God Bless America" (written by Irving Berlin, performed by Kate Smith – 1943) – Plays over the opening credits from a radio in Eve's bedroom and briefly at the film's ending. Incidentally, the recording of the song used was not sung until 1943, for the film This is the Army, so its use is a slight anachronism on Leone's part.
  • "Yesterday" (written by Lennon–McCartney – 1965) – A muzak version of this piece plays when Noodles first returns to New York in 1968, examining himself in a train station mirror. An instrumental version of the song also plays briefly during the dialogue scene between Noodles and "Bailey" towards the end of the film.
  • "
  • "Amapola" (written by Joseph LaCalle (American lyrics by Albert Gamse) – 1923) – Originally an opera piece, several instrumental versions of this song were played during the film; a jazzy version which played on the gramophone danced to by young Deborah in 1922; a similar version played by Fat Moe's jazz band in the speakeasy in 1932; and a string version, during Noodles' date with Deborah. It has been suggested that Leone used this piece after hearing a version of it in the film Carnal Knowledge, though this has not been confirmed. Both versions are available on the soundtrack.
  • "La gazza ladra" overture (Gioachino Rossini – 1817) – Used during the famous baby-switching scene in the hospital.
  • "Night and Day" (written and sung by Cole Porter – 1932) – Played by a jazz band during the beach scene before the beachgoers receive word of Prohibition's repeal and during Secretary Bailey's party in 1968.
  • "St. James Infirmary Blues" is used during the prohibition 'funeral' at the gang's speakeasy.

The soundtrack and any original music was disqualified on a technicality from Oscar consideration:[11] in the original American print, Morricone's name was accidentally omitted from the opening credits by the producers.

One unique aspect of this score is Ennio’s incorporation of Picnic at Hanging Rock.[12]


After the film premiered at the 1984 Cannes Film Festival in April[10] (according to Howard Hughes' book Crimewave: A Filmgoer's Guide to Great Crime Movies), it received a "15 minute standing ovation".[9] But it gained a mixed reception at best at several sneak premieres in Canada and the US (some suspect due to studio tampering). Due to audience reaction, the fear of its length, its graphic violence, and the lack of being able to show it multiple times in one day in theaters, the decision was made by the film studio to make many edits and entire scene cuts – without the supervision of Sergio Leone – to 139 minutes for cinema distribution in the United States.[9]

It was only after Leone's death and subsequent restoration of the original 229-minute version in 2003 did critics begin to give it the praise it should have received some 20 years previously. The uncut original film is considered to be far superior to the edited version shown in America.


Robert De Niro and Elizabeth McGovern at the screening of the film's restored version, during the 2012 Cannes Film Festival.

In March 2011, it was announced that the original 269-minute version was to be re-created by a film lab in Italy under the supervision of Leone's children, who acquired the Italian distribution rights, and the film's original sound editor, Fausto Ancillai, for a premiere in 2012 at either the Cannes Film Festival or Venice Film Festival.[13][14]

The restored film premiered at the 2012 Cannes Film Festival, but due to unforeseen rights issues for the deleted scenes, the film's restoration ran for 251 minutes.[15][16] However, Martin Scorsese (whose Film Foundation helped with the restoration), stated that he is helping Leone's children gain the rights to the final 24 minutes of deleted scenes for a complete version of Leone's original 269 minute version.

On August 3, 2012, it was reported that after the premiere at Cannes the film has been pulled from circulation pending further restoration work.[17]

There are several abridged versions of the film:

  • The 229 minute version – When the film was shown in limited release and for film critics in America, it was trimmed slightly to secure an 'R' rating. Cuts were made to two rape scenes, and some of the more graphic violence at the beginning. Noodles' meeting with Bailey in 1968 was also excised.
  • A network television version - with a running time of almost three hours (without commercials) this version was shown in the early-to-mid-1990s, retaining the film's original non-chronological order but still left out key scenes and also severely cut down on the violence and more graphic scenes. This version was a one-off showing, and no copies are known to exist.
  • The 139 minute American version - this was given wide release in America, having been heavily edited by the Ladd Company against Leone's wishes. The non-chronological story was rearranged in chronological order. Most major cuts involved many of the childhood sequences, making the adult 1933 sections more prominent. Noodles' 1968 meeting with Deborah was excised, and the scene with Bailey ends with him shooting himself (with the sound of a gunshot offscreen), rather than the garbage truck conclusion of the 229-minute version. This version was a critical and financial disaster and many American critics, who knew of Leone's original cut, attacked the short version. Some critics compared shortening the film to shortening Richard Wagner's operas, saying that works of art that are meant to be long should be given the respect they deserve. Roger Ebert wrote in his 1984 review that the uncut version was "an epic poem of violence and greed" but described the American theatrical version as a "travesty".[18] (Ebert's television movie critic partner Gene Siskel considered the uncut version to be the best movie of 1984.)[19]
  • In the Soviet Union, the film was theatrically shown in the late 1980s, with other Hollywood blockbusters such as the two King Kong movies. The story was rearranged in chronological order and the movie was shown in two parts, one containing all childhood scenes and the other for adulthood scenes. The parts were run as two movies.[20] Except the rearrangement, no major deletions were made, and the film was rated as "16+" by the Goskino.
  • A 251 minute restored version adding 5 minutes to the currently available 246 minute version screened at the 2012 Cannes Film Festival.[21]

Critical response

James Woods, who considers this to be Leone's finest film, mentioned in the DVD documentary that one critic dubbed the film the worst of 1984, only to see the original cut years later and call it the best of the 1980s. Ebert, in his review of Brian De Palma's The Untouchables, called the original uncut version of Once Upon a Time in America the best film depicting the Prohibition era.[22] When Sight & Sound asked several UK critics what their favorite films of the last 25 years were in 2002 as a reaction to its earlier poll, the film placed at number 10.[23] Movie Room Reviews gave the film four stars and said "The film remains one of the most ambitious attempts of a legendary director, and fans of Leone's work will find it a suitable addition to their movie collections."[24]

Awards and nominations

British Academy of Film and Television Arts

  • Best Costume Design – Gabriella Pescucci (won)
  • Best Score – Ennio Morricone (won)
  • Best Director – Sergio Leone
  • Best Supporting Actress – Tuesday Weld
  • Best Cinematography – Tonino Delli Colli

Golden Globe Awards

  • Best Director – Sergio Leone
  • Best Original Score – Ennio Morricone

Los Angeles Film Critics Association

  • Best Music – Ennio Morricone

American Film Institute lists

Home media

  • The heavily edited 139-minute version was released on DVD in the late 1990s.
  • A two-disc special edition (the 229-minute version) was released on DVD on June 10, 2003, and again on January 11, 2011.
  • The film was finally released on Blu-ray Disc on January 11, 2011, containing a high definition, re-mastered 229-minute cut of the film.
  • On June 5, 2014, Warner Bros. announced a home video release for a two-disc (Blu-ray and DVD) "Extended Director's Cut" of the film, with a runtime of 251 minutes, on September 30.[28] This version would be the closest to Leone's original vision ever released.

See also


  1. ^ Joe Klein, Peter Blauner: A Film Grows in Brooklyn. New York Magazine, January 24, 1983, p. 3, pp.16–17. Retrieved 2009-01-12.
  2. ^ Simsolo, Noël (1987). Conversations avec Sergio Leone. Paris: Stock.  
  3. ^ Once Upon a Time in America commentary with film historian Richard Schikel
  4. ^ Once Upon a Time in America DVD audio commentary
  5. ^ Once Upon A Time In America, January 1, 1984, film review by Roger Ebert. Accessed September 13, 2008.
  6. ^ a b Hughes Crime Wave:The Filmgoers' guide to the great crime movies pp.156–157.
  7. ^ a b The Worldwide Guide to Movie Locations
  8. ^ Washington Street, Brooklyn | New York
  9. ^ a b c d Hughes Crimewave: The Filmgoers' guide to the great crime movies p.163.
  10. ^ a b "Festival de Cannes: Once Upon a Time in America". Retrieved 2009-06-25. 
  11. ^ Ibid
  12. ^ Other reviews by Messrob Torikian (2003-08-25). "Once Upon a Time in America (1984)". Soundtrack. Retrieved 2012-05-19. 
  13. ^ Variety (March 10, 2011): "'Once Upon a Time' to be restored" Retrieved 2011-04-21
  14. ^ The Film Forum (Mar 13, 2011): "Once Upon a Time in America – 269 minute version in 2012" Retrieved 2011-04-21
  15. ^ Gallman, Brett (2012-04-24). Once Upon a Time in America,' Other Director's Cuts Worth Watching – Yahoo! Movies"'". Retrieved 2012-05-19. 
  16. ^ Cannes Classics 2012 - Festival de Cannes 2014 (International Film Festival). Retrieved on 2014-06-05.
  17. ^ Paley, Tony (2012-08-03). "Sergio Leone's Once Upon a Time in America is withdrawn from circulation". The Guardian (London). 
  18. ^ Ebert, Roger (1 January 1984). "Once Upon A Time in America". Chicago Sun-Times. Retrieved 2008-06-08. 
  19. ^ Siskel, Gene. "Siskel and Ebert Top Ten Films (1980–1998)". Gene Siskel Official website. Retrieved 2012-01-02. 
  20. ^ Once Upon a Time: Sergio Leone Documentary
  21. ^ Barraclough, Leo (2012-05-16). "Another chance for 'Once' – Entertainment News, Film Festivals, Media". Variety. Retrieved 2012-05-19. 
  22. ^ The UntouchablesRoger Ebert 1987 review of
  23. ^ "Modern Times".  
  24. ^ Mandell, Zack (2013). 80s Movie Month: "Once Upon a Time in America" Review"'". Movie Room Reviews (Movie Room Reviews). Retrieved 2013-11-21. 
  25. ^ AFI's 100 Years of Film Scores Nominees
  26. ^ AFI's 10 Top 10 Ballot
  27. ^ 10 Top 10. AFI. Retrieved on 2014-06-05.
  28. ^ "Once Upon a Time in America: Extended Director's Cut Blu-ray". 2014-06-05. 


  • Hughes, Howard (2002). Crime Wave: The Filmgoers' guide to the great crime movies. 

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