Out of the many masterpieces that Sergio Leone has under his belt, it seems redundant to even try to name just one as his true masterpiece. But as a western epic that Once Upon a Time in the West is certainly in contention for that title.

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Whenever Vince Gilligan recruited a new director to work on Breaking Bad, he showed them the opening scene of Once Upon a Time in the West to give them an idea of the style of visual storytelling they were trying to do, because Leone and his team nailed it.

Sergio Leone Originally Planned To Retire From Westerns Before Making Once Upon A Time In The West

Three gunmen at a train station in the opening scene of Once Upon a Time in the West

After finishing The Good, the Bad, and the Ugly, Sergio Leone decided to retire from westerns, feeling he’d said everything he had to say about the Old West, and focused his efforts on adapting Harry Grey’s The Hoods into Once Upon a Time in America.

However, he struggled to get his crime epic off the ground and accepted an offer from Paramount Pictures to do a western with Henry Fonda, his favorite actor since childhood.

The First Draft Of The Script Was 436 Pages Long

Once Upon a Time in the West

Sergio Leone recruited both Dario Argento and Bernardo Bertolucci to help him put together a story for Once Upon a Time in the West, watching their favorite westerns and writing a script out of a sort of greatest hits collection of their favorite scenes from movies like The Searchers and High Noon.

An average feature-length screenplay will be around 90 to 120 pages, with the general rule that one page equals one minute. But the first draft of the script for Once Upon a Time in the West was a whopping 436 pages long.

Leone Was Reluctant To Include A Female Lead

Claudia Cardindale in Once Upon a Time in the West

This is the only movie in the Sergio Leone oeuvre with a female lead. The director had previously been criticized for the misogynistic depiction of women in his movies. When co-writer Bernardo Bertolucci suggested including a female lead, it took a lot of convincing to get Leone on board.

At first, the director only agreed to a female lead on the condition that she’d be revealed to be wearing no underwear in her first scene. Bertolucci eventually managed to get Leone interested in a female character without including graphic nudity.

Henry Fonda Initially Turned Down His Role In The Film

Henry Fonda in Once Upon a Time in the West

Henry Fonda was Sergio Leone’s favorite actor since childhood, and he only agreed to do Once Upon a Time in the West for the opportunity to work with him.

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The actor initially turned down the role until Leone flew out to the U.S., met with him, and explained how effective it would be to see Fonda playing against type as a gun-toting villain. He managed to change Fonda’s mind.

An Actor Playing A Gunslinger In The Opening Scene Took His Own Life In His Costume From The Film

Al Mulock in Once Upon a Time in the West

Al Mulock, who played one of the three gunslingers in the opening scene of Once Upon a Time in the West, took his own life after a day of shooting by jumping out of a hotel window in his costume.

Production manager Claudio Mancini and screenwriter Mickey Knox saw him fly past their window. Leone had to use a double to complete the scene.

Robert Ryan Turned Down A Role To Appear In The Wild Bunch Instead

Robert Ryan in The Wild Bunch

Sergio Leone offered the role of the Sheriff of Flagstone to Robert Ryan, one of his favorite actors, but Ryan turned it down in favor of a much larger role in Sam Peckinpah’s The Wild Bunch.

Kirk Douglas lobbied for the role of Cheyenne, having been a huge fan of Leone’s, but he didn’t end up landing the part.

Sergio Leone Wanted To Cast The Leads From The Good, The Bad, And The Ugly In The Opening Scene

The final duel in The Good, the Bad, and the Ugly

Originally, Sergio Leone wanted to cast the titular trio from his previous movie, The Good, the Bad, and the Ugly – Clint Eastwood, Lee Van Cleef, and Eli Wallach – as the three gunmen in the opening scene.

However, Eastwood turned down this role, and the role of Harmonica, because he wasn’t interested in doing any more spaghetti westerns with Leone. This actually led to a rift between the actor and director that wasn’t patched up until a few months before Leone’s death.

Once Upon A Time In The West Was The First Spaghetti Western To Be Shot In America

Monument Valley in Once Upon a Time in the West

After shooting the entire Dollars trilogy in Spain, Sergio Leone took his cast and crew to the United States to shoot some scenes for Once Upon a Time in the West in Monument Valley, which appeared in a ton of classic John Ford westerns.

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This made Once Upon a Time in the West the first ever spaghetti western to actually be shot in America. The interiors of Lionel Stander’s establishment were filmed at Cinecittà, but the red dust was imported from Monument Valley.

Ennio Morricone Wrote His Score Around The Script, But The Script Changed During Filming

Two gunslingers look on from Once Upon a Time In the West

Ennio Morricone began composing his score for Once Upon a Time in the West based on the rhythm and structure of the script.

However, this script was changed during filming. Leone still wanted to use Morricone’s music, so he still directed the movie to match it.

The Studio Gave Leone Freedom During Production, Then Cut 20 Minutes In The Edit

Charles Bronson in Once Upon a Time in the West

While Paramount executives didn’t interfere with Sergio Leone during filming, they did step in during the edit and cut 20 minutes out of his final cut. The entire tavern sequence and Cheyenne’s death were cut, leading to negative reviews.

This interference was pretty mild compared to the hatchet job that the studio editors would do to Leone’s final movie, Once Upon a Time in America.

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