On a scale of 1-10, I'd give it about a 7. Unlike most long movies of the gangster genre, Once Upon a Time's length seemed unnecessarily long. Certain parts or relationships were too lengthy and really added nothing to the story (e.g., the loose girl Noodles and the guys stole cakes for). The editing could've been better done, too. The performances? A-plus, no doubt! But the forementioned snags knocked off points in my book.