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Once Upon a Time in the West ( Italian: C'era una volta il West ) is a 1968 epic spaghetti Western film directed by Sergio Leone. The film stars Henry Fonda cast against type as the villain Frank, Charles Bronson as his nemesis "Harmonica", Jason Robards as the bandit Cheyenne and Claudia Cardinale as Jill, a newly-widowed homesteader with a past as a prostitute.

After making his American Civil War epic The Good, the Bad and the Ugly, Leone had intended to retire from making Westerns, believing he had said all he wanted to say. He had come across the novel The Hoods by the pseudonymous 'Harry Grey', an autobiographical book based on the author's own experiences as a Jewish hood during Prohibition, and planned to adapt it into a film (this would eventually, seventeen years later, become his final film, Once Upon a Time in America). Leone though was offered only Westerns by the Hollywood studios. United Artists (who had produced the Dollars Trilogy) offered him the opportunity to make a film starring Charlton Heston, Kirk Douglas and Rock Hudson, but Leone refused. However, when Paramount offered Leone a generous budget along with access to Henry Fonda, his favorite actor with whom he had wanted to work for virtually all of his career, Leone accepted the offer.

Leone commissioned Bernardo Bertolucci and Dario Argento film critics, who later became directors to help him develop the film in late 1966. The men spent much of the following year watching and discussing numerous classic Westerns such as High Noon, The Iron Horse, The Comancheros, and The Searchers at Leone's house, and constructed a story made up almost entirely of "references" to American Westerns.

For Once Upon a Time in the West, Leone changed his approach over his earlier westerns. Whereas the "Dollars" films were quirky and up-tempo, a celebratory yet tongue-in-cheek parody of the icons of the wild west, Once upon a Time in the West is much slower in pace and sombre in theme.

The music was written by composer Ennio Morricone, Leone's regular collaborator, who wrote the score under Leone's direction before filming began. As in The Good, the Bad and the Ugly, the haunting music contributes to the film's grandeur and, like the music for The Good the Bad and the Ugly, is considered one of Morricone's greatest compositions.

The film features leitmotifs that relate to each of the main characters (each with their own unique theme music) as well as to the spirit of the American West. It was Leone's desire to have the music available and played during filming. Leone had Morricone compose the score before shooting started and would play the music in the background for the actors on set.

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