Thirty years ago, bootlegger David Noodles Aaronson (Robert De Niro) tipped off the cops in the waning days of Prohibition, and in the process, his three best friends were killed: Max, Patsy, and Cockeye.

Noodles barely escaped from vengeful gangsters, but now it appears he's been compromised. Returning to his former Brooklyn neighborhood, he begins re-examining his life: how he and Max met as boys, rose to prominence in the criminal world, became notorious gang leaders, allied with a labor organizer, and grew distant as their friendship became frayed. Noodles also remembers Deborah, the girl who could have been the love of his life had he not been drawn to crime.