Essentially, this film revolves around a former New Orleans prostitute (Claudia Cardinale) who has inherited what looks like a worthless piece of desert in the Arizona hinterlands after her husband and children have all been assassinated. What no one realizes is that this property actually sits along a transcontinental railroad line, and that the property also sits on the only reliable water supply in the immediate vicinity. The railroad magnate (Gabriele Ferzetti) who wants that property is anxious to get it for free, but that's not how this will pan out. Assisting Cardinale are an amiable outlaw (Jason Robards) wrongly accused of the slaughter of Cardinale's family, and a mysterious stranger named (Harmonica). But the railroad has a strong man to back their play. And guess who they've got?

That's right; your eyes do not deceive you. Leone got Henry Fonda, the great actor known for playing uprighteous men in and out of the Western, to play the cold, psychopathic gunman named Frank. His incredible low-key villainy is liable to be a shock to the system of anyone who's ever seen him in his other movies, but it is a performance of unconscious brilliance, one that he was proud of to the end of his life, and which he took on at the behest of his good friend Eli Wallach, who had appeared in THE GOOD, THE BAD, AND THE UGLY.
Filmed primarily in Spain, like Leone's other westerns, but also utilizing the buttes of Monument Valley, the setting of many a John Ford film, ONCE UPON A TIME IN THE WEST is not one of those films for those expecting gunfights every ten to fifteen minutes, or fast action. It is a long film, and there is not a whole lot of dialogue. In fact, it often seems like some kind of high opera on horseback. But the performances of all four leads are incredible under Leone's direction; and the film's cinematic style alternates between big shots of the wide open spaces of the West and extreme close-ups of faces (a Leone signature). Ennio Morricone, who also vaulted to international reknown from his earlier films with Leone, completed his score for this film, per Leone's instructions, before even a single frame of film was exposed so that Leone could "choreograph" his actor's movements to the score (there are really only four main pieces of music in the film, each representing a different lead character). Few Hollywood films, before or since, have ever tried such a tactic because it isn't easy to pull off. But Leone had a vision of how to make it work, and it came off brilliantly.
Rooted in American history with respect to the railroads that eventually crisscrossed the West in the late 1800s, ONCE UPON A TIME IN THE WEST is also a film that pays tribute to any number of Hollywood sagebrush classics: here, one can detect the influences of films like HIGH NOON, JOHNNY GUITAR, THE SEARCHERS, STAGECOACH, and many others. Leone's film is obviously less ideologically slanted and far more unconventionally made than most of those films, but it shows that a foreigner can have a great appreciation for this most American of film genres and create a masterpiece, even though it took until the 1980s for it to really be appreciated in America.
The DVD version not only has the uncut film on one disc, but also a second disc chock full of documentaries depicting its creation and long-term rise to its eventual place in cinematic history. Though very long, ONCE UPON A TIME IN THE WEST is consistently compelling, with plenty of tension and sterling performances--a film, in short, that stands the test of time.