In the wake of _The Good, The Bad and the Ugly_, at the height of his notoriety as master of the spaghetti western, Sergio Leone moved to America and intended to explore different genres. Problem was, all the major studios wanted him to continue making dusty pistol-wranglers. He obliged with this; a somber, atmospheric piece that touches all the familiar hallmarks but lacks the heart, passion and tenacity of his preceding "Dollars Trilogy."

_Once Upon a Time in the West_ depicts a cutthroat competition between a posh businessman, a nasty outlaw, two vigilantes and a widow over the development rights to a crucial piece of land in the middle of nowhere. That won't be the case for long, however, as progress demands a continental railroad and the only source of water in a fifty-mile radius lies on this property. Everyone wants a slice of the inevitable riches, if not the whole pie. Matched with a characteristically stirring, yowling musical score from Ennio Morricone, outfitted with big-budget equipment and name actors, the film is positively drenched with character. Nowhere is this more apparent than in the opening scene, where Leone wordlessly dwells on three would-be assassins as they patiently await their mark. We don't need dialog to appreciate how grimy and low-down the trio is, loose with their morals as well as their manners, and the dense ten minutes of their mini-arc wraps us up like a smallpox blanket.

In such a bite-sized dose, the restraint is delicious. Leone applies it to the entire sprawling, 160-minute film. It's all syrupy texture with very little concrete storytelling, a drastic example of mood over substance. I love the idea of Henry Fonda playing against-type as a scummy, conniving scoundrel. Charles Bronson, in a role clearly written for Clint Eastwood, deals almost exclusively in piercing squints and creepy harmonica riffs. Claudia Cardinale is breathtakingly beautiful as a recently-widowed spitfire with oodles of defiant willpower. The cast seems well-primed for a wonderful story, but instead they loiter about, rubbing elbows and making threats, while the plot rambles and sprays mundane, cryptic implications. It takes forever and it barely goes anywhere. Clearly, this is the work of a talented director who'd lost interest in making just one type of movie. I think Leone mailed it in.