In the early 20th century, a group of Jewish youngsters, including David "Noodles" Aaronson and his best friend Maximilian "Max" Bercovicz, grow up in the rough ghettos of New York City. Through petty crimes and small-time hustling, they form a tight-knit gang that ambitiously seeks to rise in the world of organized crime. The narrative unfolds through a series of intricate flashbacks and present-day sequences, highlighting their deep bond, struggles, and formative incidents that shape their lives and future criminal endeavors. Noodles finds himself increasingly torn between his affection for his childhood friends and the moral ambiguities of their chosen path.

Years later, an older Noodles returns to New York after a long absence, revisiting his past haunts and reflecting on the choices that have led him to this point. His journey is marked by attempts to reconcile with the betrayals, violence, and shattered dreams that defined his youth. He seeks answers and a semblance of redemption, uncovering layers of conspiracy and deception that hint at a broader mystery tied to his old comrades. The film's exploration delves deep into themes of friendship, loyalty, and the haunting specter of regret, as Noodles comes to terms with the legacy of his former life.