Once Upon A Time In The West (1968) - 20 Hidden Facts Nobody Knows

Added: 2026-06-01

[00:00:00]These are 20 hidden facts about one of the greatest films ever made. A movie that [music] got called Tedium and Tumbleweed in America, sold over 40 million tickets across Europe, and spent 50 years climbing from commercial disaster to canonical masterpiece. This is the real story behind Once Upon a Time in the West. The quick setup before we get into it. Leone's film opened in Italy on December 21st, 1968, and arrived in American theaters on May 28th, 1969, distributed by Paramount Pictures. Henry [music] Fonda, Charles Bronson, Claudia Cardinale, and Jason Robards starred. The score came from Ennio Morricone. On paper, everything was in place. What followed in the American market was a slow-motion wreck, a critical rejection that took decades to fully reverse, and a European triumph so enormous that a Paris department store had to warn shoppers about their escalators. The 2022 Sight and Sound Directors Poll placed this film above John Ford's The Searchers as the highest-ranked Western on the list. And Rotten Tomatoes currently sits it at 96% approval. That reversal from ridicule to reverence is one of the most dramatic arcs in cinema history, and the production that created it was stranger and darker than most people know. Fact number one, the three gunmen in the opening were originally meant to be Eastwood, Van Cleef, and Wallach. Leone designed the opening gunmen as a symbolic funeral for the Dollars Trilogy. Sneaky, Knuckles, and Stony were never meant to be played by unknown character actors. Leone wanted Clint Eastwood, Lee Van Cleef, and Eli Wallach, the three stars who had defined the Spaghetti Western genre, to appear at that station and be shot dead by Harmonica, clearing the ground for something entirely new. Wallach said [music] yes. Van Cleef said yes.

[00:01:43]Eastwood said no. And with Eastwood out, the entire concept collapsed. His reasons had to do with avoiding further typecasting in silent Western hero roles, and a general sense that a cameo wasn't the right move for where his career was heading. Leone scrapped the concept entirely and cast Jack Elam, Woody Strode, and Al Mulock instead.

[00:02:03]Leone discussed this plan openly with his biographer Christopher Frayling, and Eastwood reportedly disputed the account in a later documentary. Whether or not the offer was formally extended, >> [music] >> Leone's intention was documented and his vision was clear. The opening of this film would kill off his own previous work. What we got instead is what actually exists, and it's extraordinary.

[00:02:25]But the knowledge that those three faces were meant to be the ones turning toward the camera makes the opening feel even more deliberate than it already is.

[00:02:32]Fact number two. Henry Fonda arrived on set with brown contacts and a full beard. When Fonda stepped off the plane in Spain to begin production, he came wearing brown contact lenses, a handlebar mustache, [music] and a Van Dyke beard. His logic was entirely reasonable. 40 years of playing Tom Joad and Wyatt Earp and Colonel Thursday had attached certain expectations to his face, and if audiences were going to accept him as a child-murdering villain, a disguise seemed like the sensible solution. Leone's reaction, by all accounts, was fury. [music] The brown eyes had to go. The beard had to go. The mustache had to go. Because the entire psychological mechanism of the casting depended on the audience seeing the actual Henry Fonda unobscured and registering the shock of that face doing what it was about to do. Fonda himself articulated it later. Sergio had cast me because he could imagine the audience at that moment saying, "Jesus Christ, it's Henry Fonda." A disguised Fonda undermines the entire reveal. An unrecognizable Fonda smiling before shooting a child means nothing. The real Henry Fonda doing it means everything, and Leone won that argument on the first day of production. When the camera tilts up to that face, audiences [music] get exactly what Leone promised them. The contacts and the beard would have taken that away. Fact number three. Leone tried to cast Charles Bronson four separate times before this film.

[00:03:52]Bronson turned Leone down for A Fistful of Dollars. He turned him down for A Few Dollars More. He turned him down for The Good, the Bad and the Ugly. Three rejections across three films before Leone came back a fourth time with Once Upon a Time in the West, and this time Bronson said yes. [music] His objection to A Fistful of Dollars was blunt. He described the script as the worst I've ever read, a judgment he later admitted had completely missed the point. "What I didn't realize," Bronson acknowledged, "was [music] the script didn't make any difference. It was the way that Leone was going to direct it that would make the difference." Bronson was 46 years old when they filmed Once Upon a Time in the West, and while European audiences had embraced him through his work in the late 1960s, he wouldn't break through as a leading man in America until Death Wish in 1974, six years after this film. Leone's own assessment of Bronson once the production wrapped was unambiguous. He called him the greatest actor I ever worked with. Four attempts, one yes, [music] and the result is one of the most haunting screen presences in Western film history. Fact number four, Henry Fonda had never watched a single Leone film before he was cast. Before accepting the role of Frank, Fonda had no idea what kind of filmmaker Sergio Leone was. Leone arranged a private screening in New York of all three dollars films specifically so Fonda could see what he was walking into, but the screenings alone didn't close the deal. What actually sealed it was a phone call to Eli Wallach, who had co-starred in The Good, the Bad and the Ugly and knew Leone's methods firsthand.

[00:05:19]Fonda asked whether he should do [music] it, and Wallach's answer contained exactly four words, "You will have the time of your life." Fonda signed on shortly after, and by the time production wrapped, [music] his verdict matched Wallach's word for word. His memoirs recorded his experience on the film simply as, "I loved every minute of it." Fonda was 63 years old during filming, carrying more than 30 years of screen history behind him, and he described working with an Italian director in Spain on a spaghetti western as among the finest experiences of his career. That's not a polite afterthought. That's a genuine reflection from a man who had worked with John Ford seven times.

[00:05:55]Fact number five. The story was co-written by Dario Argento and Bernardo Bertolucci.

[00:06:01]Before Argento made Suspiria and before Bertolucci made Last Tango in Paris, [music] both men were film critics. And in 1967, Leone recruited them to help build the story for Once Upon a Time in the West.

[00:06:13]What followed was approximately six months of intensive research at Leone's house in Rome with the three of them watching and analyzing classic Hollywood westerns, around 30 of them in total, including High Noon, Shane, The Searchers, Johnny Guitar, and The Man Who Shot Liberty Valance.

[00:06:29]>> [music] >> The goal was to construct a love letter to the American western written entirely by people who had only ever encountered that world through cinema. Argento [music] framed it plainly, "Our western was sure to be different from the American models because we are Italian and know westerns only because of movies, because of John Ford and Tony Mann and Nicholas Ray." That research produced around 80 pages of material, which Leone then handed to screenwriter Sergio Donati, who refined [music] the screenplay in roughly 25 days, adding key details including the fly that torments Ilam, the specifics of Morton's obsession with the Pacific, and many of the best remembered lines of dialogue in the film. Two of the most celebrated directors of the following decade helped write the story for Once what would become one of cinema's most studied westerns. And if that's already surprising you, wait for what comes next and make sure you subscribe before we get there because there are 15 more facts and they only get stranger.

[00:07:23]Fact number six. The shooting script ran 420 pages.

[00:07:28]A standard Hollywood screenplay lands between 120 and 140 pages. [music] The shooting script for Once Upon a Time in the West ran 420 pages, three times the normal length, and a huge proportion of those pages contained no dialogue at all. According to Sergio Donati, the first proper spoken line doesn't appear until around page 29. The opening sequence, three gunmen waiting at a train station, sprawls across pages of meticulous description covering sound, environment, gesture, and atmosphere with no words attached to any of it.

[00:08:01]None of that was padding. Every page reflected Leone's core belief that cinema communicates first through image and sound and last through speech.

[00:08:09]>> [music] >> And the 420-page document was the architectural blueprint for a film designed to breathe in ways that a conventional screenplay simply couldn't accommodate. Paramount Pictures received this film along with its near 3-hour runtime and responded by cutting over 20 minutes out of it, which brings us to something we'll cover shortly.

[00:08:26]>> [music] >> Fact number seven. Morricone composed the entire score before a single frame was shot.

[00:08:33]Standard film production runs in one direction. Shoot the film, edit it, then send the cut to the composer and let him write music to fit what exists. Leone ran it backwards. Morricone received the screenplay, heard Leone's descriptions of the characters, and composed the major themes in full before cameras rolled. Harmonica's theme, Frank's [music] theme, Jill's theme, Morton's Pacific theme, all of it recorded, completed, and ready before production began. Leone then brought those recordings to the set and [music] played them through speakers while filming. If a scene required Jill's theme, it played while Claudia Cardinale performed. If a confrontation between Fonda and Bronson was being filmed, the music written for that confrontation played in the air around them while Leone composed his shots to fit the already finished melody. The effect on screen is that the film moves like a piece of music because structurally it was built that way, with images designed around sound rather than sound grafted onto images after the fact. [music] Leone and Morricone had developed this approach across the Dollars films, and this production was where it reached its most complete form.

[00:09:36]Fact number eight. The idea for the silent opening came from a creaking step ladder at a concert. The extraordinary opening of Once Upon a Time in the West runs for over 12 minutes with no musical score whatsoever, only the squeak of a windmill, water dripping into a hat brim, a fly, the chatter of a telegraph machine, and the ambient sound of a train arriving. That decision traces back to a concert Ennio Morricone attended in Florence, where a performer walked onto a stage, picked up a step ladder in complete silence, and spent several minutes making it creak and squeak in front of an audience who had no idea what they were witnessing. In the silence, the creaking of an ordinary object became something else entirely, something heightened and strange, stripped of its everyday context and transformed into a sound that the ear processed differently. Morricone brought that idea to Leone and discovered that Leone had already arrived at the same instinct from a different [music] direction. The windmill, the dripping water, the fly, the telegraph, those are the instruments of the film's opening movement, ordinary sounds borrowed from their context and turned into something the audience experiences as deliberate and almost unbearable. That Florence step ladder is the direct ancestor of one of cinema's most famous opening sequences.

[00:10:48]Fact number nine.

[00:10:50]The fly on Jack Elam's face was attracted with watermelon juice. Leone wanted a real fly crawling across Jack Elam's face for the close-ups in the opening sequence. By May of 1968 filming in Guadix, Spain, the flies had essentially disappeared. [music] The crew tried honey first, but honey showed up too clearly on Elam's skin and didn't produce the right movement. They tried jam, that didn't hold. The solution arrived from the catering table. The crew had watermelon for lunch that day, and someone rubbed watermelon juice along Elam's jaw. The flies came, the close-ups were captured. One of the most celebrated images in Western cinema, [music] a character going cross-eyed watching a fly crawl into the barrel of his own gun, exists because of leftover fruit from the lunch cart on a Spanish film set in 1968. And if Elam's expression of utter grinding boredom looks genuinely felt rather than performed, [music] that's almost certainly because by the time the shot was working, his patience had been tested considerably in the process of getting there. Fact number 10, an actor died mid-production in full costume. Al Mulock was a Canadian actor cast as Knuckles, one of the three gunmen in the opening sequence, and he had worked with Leone before. During production in Guadix, Mulock jumped from a hotel window while wearing his costume.

[00:12:02]Production manager Claudio Mancini and English dialogue adapter Mickey Knox witnessed his body fall past their window. He survived the fall itself, but died en route to hospital from injuries including a pierced lung caused by a broken rib, and a double completed his remaining shots. The production continued. What makes the story particularly jolting is the account attributed to Leone at the moment the incident became known, as recalled by Sergio Donati. Upon hearing what had happened, Leone's immediate reaction was reportedly to shout, "Get the costume.

[00:12:33]We need the costume." Whether those words are exactly right or slightly embellished in the retelling, they capture something true about the conditions of the production, the relentless pressure, the absolute single-mindedness of the director, and the fact that the film for Leone existed above everything else. Mulock appears in every frame of the opening sequence. His performance is in the finished film preserved exactly as he delivered it.

[00:12:56]Fact number 11, Claudia Cardinale's English voice was dubbed by another actress. Cardinale was born in La Goulette, Tunisia in 1938 and grew up speaking French, Tunisian Arabic, and Sicilian, learning Italian only when she was 18. By the time Once Upon a Time in the West went into production, she had appeared in The Leopard, 8 1/2, Rocco and His Brothers, >> [music] >> and The Pink Panther, making her one of the most recognizable faces in world cinema.

[00:13:23]>> [music] >> But her English wasn't fluent enough for the the as Leone needed it delivered.

[00:13:27]For the English language version, an actress named Joyce Gordon provided Cardinale's voice.

[00:13:32]>> [music] >> While Gordon's husband, Bernard Grant, dubbed Gabriele Ferzetti as Morton, making the couple responsible for both leading Italian performances in the English cut. At some point after the release, an American critic published a review specifically praising Cardinale for her command of English in the role.

[00:13:48]Joyce Gordon, whose voice that critic had actually heard, reportedly found this very satisfying. As for Cardinale herself, she has spoken warmly about the film throughout her life, and one story she told about the production captures Leone's method perfectly. Before she agreed to take the role, he acted out the entire film in her presence while playing Morricone's themes, and she recalled saying that while she listened, she understood every moment of the film shot by shot. Fact number 12.

[00:14:16]The film flopped in America and broke records across Europe at the same time.

[00:14:20]Paramount released the film in the US on May 28th, 1969.

[00:14:25]Already cut by over 20 minutes, and it brought in approximately $2.1 million in North American rentals against a reported production cost of approximately $5 million.

[00:14:35]>> [music] >> Critics piled on. Time magazine supplied the phrase "tedium in tumbleweed". Roger Ebert handed it two and a half stars.

[00:14:42]While all of that was happening, >> [music] >> French audiences were buying 14,873,804 tickets, keeping it in Parisian cinemas continuously for more than two years, and landing it as the seventh most attended film of all time in French cinema history. German audiences bought 13,018,414 tickets, placing it third on the all-time German attendance list. [music] Italian ticket sales reached nearly 9 million. Worldwide, the total reached approximately 46 million tickets. The same film, the same frames, [music] the same score, received completely differently depending on which side of the Atlantic you were sitting on. And the European embrace was so enormous that it funded Leone's career and secured his reputation for the rest of his life, even as American distributors were deciding his masterwork was too long and too slow to hold an audience.

[00:15:31]Fact number 13: The Paris Express Spawns a Duster Coat Fashion Emergency.

[00:15:36]Once Upon a Time in the West played continuously in Parisian cinemas for more than two years after its French release in 1969, and the long leather duster coats worn by characters throughout the film, particularly by Jason Robards as Cheyenne, caught on with French audiences in a way that moved from screen to street with unexpected speed.

[00:15:55]The craze spread widely enough that it created a genuine problem at the Au Printemps department store in Paris, which was forced to post warnings on its escalators because customers wearing the newly fashionable long coats were getting them caught in the mechanisms. A spaghetti western filmed in Spain and Italy, directed by a Roman, featuring American actors, generated a fashion emergency at one of the most famous department stores in France. That detail sits alongside the attendance figures and the years-long cinema runs as evidence of what this film actually meant to its European audience. It wasn't a film they watched and filed away. It was an experience that changed how they dressed, how they walked, what they wanted to look like when they left the theater and stepped back into the street. Hit the like button if you're enjoying these facts, and if you want more deep dives like this into cinema history, subscribe now because we cover films exactly like this every single week.

[00:16:45]Fact number 14: Paramount removed an entire character from the American release. Leone delivered his film at approximately 165 minutes. Paramount cut it to roughly 145 minutes for American theaters, removing over 20 minutes, and the most damaging single cut was the complete elimination of a trading post scene featuring Lionel Stander as the bartender. That scene introduced Cheyenne before he arrives at the McBain ranch, established who he was, and contained the first reveal of Harmonica's bullet wound, which is central to the film's central mystery.

[00:17:18]Without it, American audiences met Cheyenne cold with no context and found the narrative confusing in ways that European audiences watching the full film never experienced. The detail that captures this situation most precisely, Lionel Stander's name remained in the American prints opening credits.

[00:17:35]>> [music] >> His character was entirely gone. An actor credited for a performance that had been removed from the film before release. No wonder American critics called the story convoluted. They were watching a shorter version with a credited ghost, a hero whose mystery had been partly stripped away, and a narrative that had been surgically altered without being restructured to accommodate the cuts. The full English-language restoration wasn't available until 1984.

[00:18:00]Fact number 15. The film's title appears only at the very end. There is no title card at the beginning of Once Upon a Time in the West. The film starts, the gunmen arrive, the sequence unfolds, names appear during the credits, but the title of the film itself doesn't appear until the final moments. The last thing on screen before it ends. Leone placed it there deliberately, and the effect of that placement changes the phrase entirely. Once Upon a Time is how fairy tales begin, but by putting those words at the end rather than the start, Leone transformed a promise into a declaration.

[00:18:34]Instead of announcing the kind of story you're about to watch, the title arrives as a retrospective statement about what you've just experienced. What you watched, [music] this brutal and operatic story of revenge and land and the death of a world, was a fairy tale all along. The American West depicted in the film never quite existed outside of other movies and accumulated mythology, and Leone knew that. He [music] spent six months with Argento and Bertolucci watching those other movies before writing it. Once Upon a Time in the West arrives at the end as both a title and a confession. Fact number 16. The German title became more famous than the original.

[00:19:10]Germany's release title for the film was Spiel mir das Lied vom Tod, which translates as play me the song of death.

[00:19:17]It came from a translation choice applied to Frank's taunting line [music] to Harmonica about playing something for his brother, and in German that line became the song of death. A phrase that landed with such force in the German cultural imagination that it overtook the original title entirely. German Wikipedia leads with it. German pop culture references use it.

[00:19:37]>> [music] >> The film is simply known by that title in Germany the way other films are known by their actual names elsewhere.

[00:19:42]>> [music] >> The phrase captures something that Once Upon a Time in the West, beautiful as it is, doesn't quite reach the idea that Harmonica's entire existence is organized around a single musical motif tied to a single act of murder, that the song and the death are the same thing.

[00:19:57]German audiences bought 13 million tickets and made this the third most attended film in their country's history, and the title they assigned to it may be the most accurate description of what Sergio Leone actually made.

[00:20:08]Fact number 17. Henry Fonda was Leone's original choice for the man with no name.

[00:20:14]Eight years before Once Upon a Time in the West, when Leone was first developing A Fistful of Dollars in the early 1960s, his original choice for the lead role was Henry Fonda, not Clint Eastwood. Fonda, the face of American moral heroism, the man who had played upright and dignified figures across three decades of Hollywood filmmaking.

[00:20:33]For reasons that aren't fully documented, Fonda wasn't cast. Eastwood got the role, and the spaghetti western was born with a different face attached to it. But Leone carried that original vision with him, and when the opportunity arrived to work with Fonda on this film, he used it to complete something that had started as a straightforward casting instinct and arrived as an act of subversion. The man Leone had originally imagined as the hero of the genre became, eight years later, the villain who murders a child in the opening reel. That arc, from intended hero to realized villain, is one of the stranger through lines in Leone's career, and the casting of Fonda in Once Upon a Time in the West is the resolution of a creative idea that had been waiting nearly a decade for the right context. Fact number 18, the opening sequence quotes from over 30 classic Westerns. Six months of watching Westerns with Argento and Bertolucci fed directly into the film's construction, and Leone encoded what they had absorbed into the fabric of the story, and especially its opening. The three gunmen waiting at the station quotes nearly directly from High Noon, 1952, a connection deepened by the fact that Lee Van Cleef, one of Miller's gunmen in that film, was Leone's original choice to stand at the station. The low-angle train shot rushing toward camera echoes The Iron Horse from 1924. Both the character name McBain and the town name Sweetwater appear in The Comancheros from 1961. The slaughter of the McBain family mirrors the Indian massacre structure of The Searchers, 1956.

[00:22:02]The McBain funeral pulls from Shane, 1953. Jill [music] as an ex-prostitute with water rights echoes Johnny Guitar, 1954.

[00:22:10]The auction scene and Cheyenne's duster reference The Man Who Shot Liberty Valance, 1962. Film historian Christopher Frayling documented references to approximately 30 classic Westerns across five pages of his book Once Upon a Time in Italy, published in 2005. Leone wasn't borrowing, he was conducting, arranging 50 years of Western vocabulary into a final statement about what the genre had said and what it was about to stop saying.

[00:22:37]Fact number 19, the Library of Congress added it to the National Film Registry in 2009.

[00:22:44]Time magazine [music] called it tedium and tumbleweed in 1969.

[00:22:48]Roger Ebert gave it two and a half stars.

[00:22:50]>> [music] >> American audiences stayed away and the film lost money in the US market. 40 years later, the Library of Congress selected Once Upon a Time in the West for the National Film Registry, >> [music] >> having determined it was culturally, historically, or aesthetically significant, the standard the registry applies to films worth preserving for American culture. Paul Schrader called it one of the greatest films ever made.

[00:23:13]John Boorman described it as a masterpiece, both the greatest and the last Western. By 2012, the film [music] had debuted in the Sight & Sound critics poll. By 2022, the Sight & Sound directors poll had placed it above John Ford's The Searchers as the highest-ranking Western on the list, above the film whose mythology Leone had borrowed from so heavily, above the work of the director whose legacy Leone had deliberately confronted by shooting in Monument Valley and casting Ford's most reliable Western lead as a child killer. The film that time dismissed now ranks above one of Ford's most revered works, according to the directors who voted in the most respected film poll in the world, and that reversal took almost exactly 50 years to complete.

[00:23:56]Fact number 20, the film's influence reached decades into the future of cinema.

[00:24:01]Once Upon a Time in the West didn't sit quietly in the canon once it arrived there. Quentin Tarantino built a chapter heading in Inglourious Basterds around Once Upon a Time in Nazi-occupied France, a direct structural homage to Leone's fairy-tale framing, and then titled his 2019 film Once Upon a Time in Hollywood as a double tribute to both Once Upon a Time in the West and Once Upon a Time in America. The long airless bar tension sequences in Inglourious Basterds, with their close-ups of hands and faces, and their alternation of music and silence, are Leone's method applied to a different setting. Robert Zemeckis included a shot-for-shot homage to the reveal of flagstone in Back to the Future Part III from 1990, recreating it as the first look at Hill Valley. Bertolucci reflected on Leone's influence this way, "The new Westerns owe everything to Sergio. Coppola, [music] Scorsese, De Palma, all rediscovered American cinema through European cinema." John Milius contributing commentary to the 2003 special edition said Leone distilled the experience of the American West into a romantic view that made Americans look at their own Westerns again. Vince Gilligan has cited Leone's visual language as a reference for Breaking Bad. Robert Rodriguez named an entire trilogy Once Upon a Time in Mexico in direct tribute. [music] Morricone's score, estimated at approximately 10 million copies sold worldwide, reached into popular music through sampling by the Orb and Beats International in the 1990s >> [music] >> and was reworked by Hans Zimmer for Pirates of the Caribbean. The 4K restoration released in May of 2024 as Paramount Presents number 44 gives current audiences the film in its complete form as Leone and cinematographer Tonino Delli Colli designed it without Paramount's cuts, with Morricone's pre-composed score exactly as it was recorded. 20 facts and a single thread connects all of them.

[00:25:52]Once Upon a Time in the West was misunderstood in America on nearly every level from the day Paramount received it. They cut it, critics dismissed it, audiences stayed away. Meanwhile, 14 million French people were buying tickets, 13 million Germans were buying tickets, and a generation of filmmakers were watching and carrying it forward.

[00:26:11]Leone made a film explicitly about the death of the Old West, about the end of one era and the arrival of the next, and that's essentially what happened to the world it was trying to speak to and embraced by the world that was watching from the outside. A Western made in Spain by an Italian director, co-written by two men who would define world cinema, scored before a single frame was shot, starring an American icon who arrived with the wrong color eyes and had to be convinced to show his actual face, featuring a leading man who had turned the director down three times before finally saying yes. 50 years later, it sits above The Searchers in the most prestigious poll in film criticism, and it's available to anyone who wants to watch it in 4K on a streaming service.

[00:26:54]The three gunmen are still waiting at the station. The windmill is still squeaking. Harmonica is still coming.

[00:27:00]That's what happens when a film survives long enough for the world to catch up to what it was actually saying. Thank you for watching.