Claudia Cardinale is the widow of a businessman whose land is being sought out by a ruthless railroad magnate (Gabrielle Ferzetti). The land is well sought because it is the only known place in the desert within a 50-mile radius where there is any water. Defending Cardinale are a cold, calculating gunslinger (Charles Bronson) and an amiable outlaw (Jason Robards). But standing in their way is a ruthless hired gunman named Frank, played by (are you ready for this?) Henry Fonda!

At 165 minutes in the director's original cut, ONCE UPON A TIME IN THE WEST marks a change for Leone. Although part of this film was shot in Spain, where he had shot his previous films, a good deal of it was filmed in John Ford's beloved Monument Valley. Leone gets solid performances by Bronson, Cardinale, and Robards, as well as a stunning fifteen minute opening credit sequence featuring Bronson and two of Fonda's hired hands (Jack Elam, Woody Strode). But Leone scored a real coup by casting Fonda, the man known for playing good guys most of the time, as one of the coldest and meanest villains in screen history; it is he who kills Cardinale's family, and it is he who is being sought out by Bronson for reasons we do not know until the famous confrontation at the end.

Another superb Ennio Morricone score caps this fabulous western epic, one that thankfully can be seen the way Leone had intended, not the horribly butchered version that Paramount had foisted on the public for so many years. Although very long, requiring a good deal of patience, ONCE UPON A TIME IN THE WEST is well worth seeing. A classic of the 1960s.

The beginning of this film are among my favorite in the history of film. Leone is arguably the most patient director in the history of film, and is willing to take fifteen minutes for something another director would be loathe to take two. The two great instances of Leone's patience are the scene in the uncut version of ONCE UPON A TIME IN AMERICA, where he allows a phone to ring thirty or forty times, and here at the beginning, where he takes fourteen minutes to show three men waiting to men a train.

As a whole, this is a far more ambitious project than Leone's other Westerns. The plot is a bit more epic, the sweep of the film a bit grander, the relations between the characters more complex. Like most of his other films, it was filmed primarily in Europe, but unlike the others, a couple of scenes were actually shot in the United States, in particular in Monument Valley, the signature area of John Ford, the director most associated with Westerns. He handles characters a bit differently in this than in his earlier films. For instance, Leone ties a musical theme to each of the major characters in the film, much as did Prokofiev with "Peter and the Wolf."

One aspect of the film that is simultaneously a strength and a weakness is the casting. Leone here works with a group of performers he had not worked with before. A couple of the performers are simply brilliant. Charles Bronson was brilliant, and his tiny, piercing blue eyes lend an eerie intensity to many of his screen moments. The casting of the equally blue-eyed Henry Fonda as a sadistic villain was a stroke of genius, and he manages to produce one of his most memorable roles. I have, however, trouble with the other two major performers. Claudia Cardinale was certainly beautiful, but she simply does not bring as much to her role that many other actresses would have. Women do not feature prominently in Leone's films, and that might be because he simply didn't relate to women as well as men. At any rate, I think the movie would have been greatly improved with someone else in her role. I had similar problems with Jason Robards. He just did not radiate the aura of danger that his character was supposed to, and the musical theme that was tied to his character sounded somewhat clownish. I found him to be the most poorly conceived and executed character in the film.

Despite these two cavils, this is an incredible movie, and is by far one of the most thoughtful, unique Westerns ever made. The ending is perhaps the finest of his many Westerns, as well as one of the most surprising. It easily goes on any list of the greatest Westerns in the history of film.