A short documentary based on Sergio Leone's life and career, and the making of the film "Once Upon a Time in America."

In 1978, Northwestern University film professor Dana Hodgdon created an experimental film based on a phonetic alphabet. He recruited 45 students and faculty members to join him in speaking a single phoneme, which he filmed on 16mm color film. Each phoneme had an example that was an ideological loaded term: revolution, theory, language, Marx, Brecht, and so on. Then, using an optical printer, he excerpted the phonemes and edited them into words and sentences.