As Jill McBain (Claudia Cardinale) rides the train west to join her new husband at the start of Once Upon a Time in the West, he is gunned down by the notorious Frank (Henry Fonda), a ruthless villain after McBain's considerable fortune. Upon arrival, she learns the gruesome details of the murder and desires nothing more than to sell her inheritance at an auction controlled by Frank. But an unlikely team of Harmonica (Charles Bronson) and Cheyenne (Jason Robards) work together to block Frank's power grab.

At first glance, this seems to be a somewhat standard plot for a western, but in reality it isn't. What's written above is the Cliff Notes version, condensed and simplified for your convenience. The actual plot, as it unfolds during the course of the film, is a great deal more complicated. The alliances of the three men in regards to each other or the woman are constantly in flux, never approaching a state where you can definitively say who is in cahoots with whom.

Naturally, this tends to be a point of confusion that isn't helped by Sergio Leone's unwillingness to provide any more backstory than is absolutely necessary. So the audience spends a lot of time trying to figure out who's going to kill whom, which depending on your point of view is either a brilliant choice by Leone or a terrible one. If you view it as brilliant, then the argument is probably that in the wild west allegiances are always in flux, no one is to be trusted, and it adds to the general suspense of the film. All of these things are true. At the same time, this leaves Leone free to ignore basic things like character development and dialogue for his specialty - wide, beautiful landscape shots with a transition to a close-up of someone's eyes.

And there are a lot of close-ups of people's eyes, usually complimented by squinting. Call it the Clint Eastwood effect.

The credits contain three "story by" credits, which is a lot for a film that doesn't contain much actual story, so allow me propose a theory on how this particular idea was born. Leone, in the process of trying to make Once Upon a Time in America (1984) was told by the studios that they wouldn't fund it unless he made another western for them to capitalize on the box office success of his Fistfull of Dollars trilogy.

So, being frustrated with the constraints of the studio system, he did what any great filmmaker would do. He rounded up two of his fellow Italian filmmakers — Bernardo Bertolucci, best known for Ultimo tango a Parigi (1972), and Dario Argento, a rather well-known director of thrillers and father of the actress Asia Argento — and headed for the bar. There, they came up with the outline of a story that Leone could turn into a western on par with his earlier works. But, they didn't bother to fully flesh out the story[3], figuring Leone could just fill in the gaps with landscapes and close-ups and music and the rest of his bag of tricks. And they were right, to an extent, but I think the film suffers a bit upon close inspection.