The Making of Once Upon a Time in the West

Sergio Leone’s Slow, Mythic Farewell to the Western

When Once Upon a Time in the West premiered in 1968, many viewers sensed they were watching something unusual. Westerns had long been one of cinema’s most familiar genres. For decades they had followed recognisable patterns: brave sheriffs, outlaws, dusty towns and decisive gunfights.

Yet this film moved differently. Scenes unfolded slowly, often with almost no dialogue. Long moments of silence were broken by sudden violence. Instead of heroic figures and simple morality, audiences encountered ambiguous characters caught in a world that seemed to be disappearing.

Behind this shift was the vision of director Sergio Leone. By the late 1960s Leone had already reshaped the Western through the trilogy starring Clint Eastwood, sometimes called the “Dollars Trilogy”. Those films had reinterpreted American frontier myths through an Italian perspective, mixing stylised violence with dark humour.

But Leone did not originally intend to return to the Western again. The story of how Once Upon a Time in the West came into existence reveals a long process of reflection on the genre itself. The film was not simply another Western. It was Leone’s attempt to examine the mythology of the American frontier and quietly mark the end of that era.

A Director Who Planned to Leave the Western Behind

After finishing The Good the Bad and the Ugly in 1966, Leone believed he had said everything he wanted to say about the Western.

At the time he had become fascinated by a very different story. Leone had discovered the novel The Hoods, written under the pseudonym “Harry Grey”. The book described organised crime in New York during Prohibition and was loosely based on the author’s own experiences.

Leone wanted to adapt it into a film about American gangsters. The project would stay with him for years and eventually become Once Upon a Time in America, released in 1984.

However, Hollywood studios still saw Leone primarily as a Western director. Offers arriving from the United States all involved frontier stories.

United Artists, which had distributed the Dollars Trilogy, proposed a large scale Western starring Charlton Heston, Kirk Douglas, and Rock Hudson. Leone declined the idea.

The situation changed when Paramount Pictures approached him with another offer. The studio promised a generous budget and access to an actor Leone admired greatly: Henry Fonda.

Leone had wanted to work with Fonda for years. The opportunity was enough to persuade him to make one more Western.

Writing a Story Built from Western History

Rather than writing the screenplay immediately, Leone first set out to examine the entire history of the Western genre.

In late 1966 he invited two younger filmmakers, Bernardo Bertolucci and Dario Argento, to help develop a story.

For months the three men watched Western films together at Leone’s home in Rome. They studied classics such as High Noon, The Iron Horse, The Comancheros, and The Searchers.

Their aim was unusual. Instead of inventing something completely new, they wanted to build a story from fragments of earlier Western films.

Many elements of Once Upon a Time in the West deliberately echo these earlier works. The narrative feels almost like a memory of the genre rather than a traditional plot.

Argento later recalled the process:

“We watched Westerns for weeks. Leone wanted to absorb the entire history of the genre.”

A Slower, More Reflective Style

Leone’s earlier Westerns had been energetic and sometimes playful. This film was different.

Once Upon a Time in the West moves at a far slower pace. Long stretches of screen time pass with little dialogue. Characters often communicate through small gestures rather than conversation.

Leone became interested in the rituals that precede violence rather than the violence itself. Gunfights occur suddenly, but the tension leading to them builds gradually.

The style was influenced partly by Japanese cinema, particularly the work of Akira Kurosawa and his early film Sanshiro Sugata from 1943.

Visually the film alternates between sweeping landscape shots and extremely tight close ups of faces. Leone believed these two elements defined the Western: the vast frontier and the psychological tension between individuals.

This approach would later continue in Leone’s next two films, Duck You Sucker and Once Upon a Time in America, which together form what critics often call his “Once Upon a Time” trilogy.

The Famous Opening Sequence

The opening ten minutes of the film remain one of the most analysed sequences in cinema.

Three gunmen wait silently at a remote railway station for a train to arrive. Almost nothing happens. The characters exchange only a few words.

Instead the soundtrack focuses on environmental details. A windmill creaks. Water drips from a tank. A telegraph machine clicks. A fly buzzes around one of the men.

Leone wanted the audience to become aware of time passing.

“Cinema usually hides time,” he once explained. “I wanted the spectator to feel every minute.”

The actors in the scene were Jack Elam, Woody Strode, and Al Mulock. Leone chose them largely for their distinctive appearances.

One memorable moment in which Elam traps a fly in the barrel of his gun happened almost by accident. A fly kept landing on the actor during filming, and Leone encouraged him to use it in the scene.

Unlike the rest of the film, the opening contains almost no music by Ennio Morricone. Leone relied entirely on natural sounds to create tension.

Only when the train finally arrives does Morricone’s score begin.

The locomotive stops, steam fills the platform, and a quiet figure steps down from the carriage. The man known as Harmonica, played by Charles Bronson, has arrived.

Convincing Henry Fonda to Become a Villain

Casting Henry Fonda as the film’s antagonist was one of Leone’s most deliberate decisions.

For decades Fonda had played honourable characters in American cinema. Leone wanted to overturn that image.

When the actor first received the script he hesitated. Leone travelled to New York to persuade him personally.

He described the film’s opening massacre of a frontier family. The camera, he said, would slowly rise from the gunman’s waist to reveal his face.

“That face,” Leone explained, “would be yours.”

Fonda eventually accepted the role. When he arrived on set he wore brown contact lenses and a moustache in an attempt to appear more sinister.

Leone immediately asked him to remove both.

The director wanted audiences to recognise Fonda instantly. When viewers saw the familiar Hollywood hero committing an atrocity, the shock would be far greater.

Casting Ideas That Never Happened

Leone had another striking idea for the opening sequence.

He originally hoped the three gunmen waiting at the station could be played by actors from his earlier films: Clint Eastwood, Lee Van Cleef, and Eli Wallach. Their characters would be killed by Harmonica, symbolically closing the chapter on the Dollars Trilogy.

The idea was abandoned when Van Cleef was unavailable and Eastwood declined the cameo. Wallach was reportedly willing to appear.

Another casting decision involved Claudia Cardinale, who played Jill McBain. Leone later acknowledged that her nationality also helped the production financially, as employing an Italian star allowed the filmmakers to benefit from tax arrangements tied to the film’s European production.

Filming Across Spain and the American West

Although the story is set in the American frontier, most of the film was shot in Europe.

Interior scenes were filmed at Cinecittà Studios in Rome. Exterior scenes were largely filmed in southern Spain, particularly in the desert landscapes of Almería and the Tabernas region.

The opening railway station scene was filmed near La Calahorra in Granada. Railway sequences were shot along the Guadix–Hernán-Valle railway line.

The fictional town of Sweetwater was constructed in the Tabernas Desert. The location still exists today and is sometimes referred to as Western Leone.

Leone nevertheless insisted on filming some scenes in the United States. Monument Valley in Utah appears during Jill McBain’s journey toward Sweetwater.

For Leone, using Monument Valley was a tribute to director John Ford, whose Westerns had shaped the genre decades earlier.

Hidden References to Classic Westerns

Because Leone and his collaborators spent so much time studying earlier Westerns, the film contains many subtle references.

One example occurs when Harmonica emerges from the train. The framing echoes classic Western introductions of mysterious gunmen.

The use of Monument Valley directly references John Ford’s films, particularly The Searchers.

Cheyenne, played by Jason Robards, resembles the ageing outlaw archetype common in earlier Western stories.

Even the railroad storyline recalls older films such as The Iron Horse, which portrayed the construction of the transcontinental railway.

These references create the sense that Leone’s film is looking back at the entire tradition of the Western.

A Story About the End of the Frontier

At the centre of the film lies the arrival of the railroad.

For many Westerns the railway symbolised progress and civilisation. Leone used it differently. In this story the railroad marks the end of the gunfighter era.

As rail lines expand across the frontier, independent outlaws gradually disappear. The town of Sweetwater grows slowly during the film, reflecting the transformation of the American West into something more modern.

Leone believed the Western genre itself had reached a similar moment.

The Projectionist Who Hated the Film

Leone often told an amusing story about the film’s reception in Europe.

According to the director, a cinema in Paris screened Once Upon a Time in the West continuously for nearly two years.

When Leone visited the theatre he was greeted by enthusiastic fans asking for autographs. The projectionist, however, had a different reaction.

The man reportedly told Leone:

“I kill you. The same movie over and over again for two years. And it is so slow.”

Leone found the remark entertaining. The deliberate slowness of the film had been part of his plan from the beginning.

A Western That Looked Backward and Forward

Today Once Upon a Time in the West is often regarded as one of the greatest Western films ever made.

Its deliberate pacing, visual style and music helped redefine how the genre could be approached. Directors such as Martin Scorsese and Quentin Tarantino have cited Leone’s work as an important influence.

What makes the film distinctive is its reflective tone. Rather than celebrating frontier mythology, Leone treated the Western as a story about change.

The gunfighters remain for a while, but the railroad is coming.

And with it, the world they belong to will soon disappear.

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