Director Sergio Leone did two things better than just about any other director before or since: shooting close-ups and choreographing memorable entrances for his characters. Those two skills, which are on impressive display in every feature-length film he ever made, were never so stunningly combined as in the revelation of the villain, Frank, in his masterpiece Once Upon a Time the West (C’era una volta il West).

The scene takes place near the beginning of the 165-minute western, and it starts with a homesteader family, the McBains, preparing a feast to celebrate the arrival of the widower father’s (Frank Wolff) new wife. The celebration is cut short, though, when bullets from unseen assailants take down every member of the family—father, daughter, and son. There is one person left, a 10-year-old boy who come scampering out of the house and is met with the grisly sight of his entire family dead on the ground, gunned down in cold blood. Then, the men emerge out of the brush, tall, hulking figures in full-length leather dusters.

The camera slowly dollies around the leader, an imposing man dressed all in black, and when it comes around to the front, we are given one of the great shocks in modern cinema: This ruthless killer is played by Henry Fonda, the longtime Hollywood leading man whose name up until that point had been virtually synonymous with upstanding characters of great moral integrity. This was Wyatt Earp from My Darling Clementine (1946) and Honest Abe from Young Mr. Lincoln (1939), both directed by John Ford. This was the dissenting juror as moral voice in 12 Angry Men (1957). Yet, here he stands, and Leone gives the audience a moment to register the delicious irony of it with a sustained close-up that takes Fonda’s sparkling blue eyes and instantly recognizable smile and turns them both into instruments of evil. And when Frank guns down the kid, it’s clear we’re not in Kansas anymore.

Once Upon a Time in the West is Leone’s masterpiece, the pinnacle of his storied career. He didn’t want to make another western, having just finished his Dollars trilogy with Clint Eastwood—A Fistful of Dollars (1964), For a Few Dollars More (1965), and The Good, the Bad, and the Ugly (1966)—but U.S. financiers would only give him money if he made another one, so he took their offer and made one of the greatest westerns ever. Grandly operatic in both scale and tone, Once Upon a Time in the West is more about the western genre than it is about anything that actually happened in the southwest United States in the late 19th century. Brimming with homages to just about every memorable western imaginable, particularly John Ford’s The Searchers (1956) and Nicholas Ray’s Johnny Guitar (1954), Once Upon a Time in the West is a brilliant metafilm that plays as both a stirring melodrama and a film geek’s cornucopia of in-jokes and movie references. It shouldn’t come as much of a surprise that French theorist Jean Baudrillard called Leone cinema’s first postmodern director.

Like many westerns in the late 1960s, most notably Sam Peckinpah’s The Wild Bunch (1969), Once Upon a Time in the West is about the end of the era associated with the western genre. In this case, it is the railroad that is the primary symbol of the industrial and mechanical advances that would soon render cowboys and their codes of honor obsolete. As the title of the film suggests, Leone’s opus aspires to the heights of both grand storytelling and literal mythmaking. It’s a fable about the violence of progress.

Like The Good, the Bad, and the Ugly, Once Upon a Time in the West revolves primarily around three men who fit into different western stereotypes (the story was concocted by Dario Argento, Bernardo Bertolucci, and Leone, all men who were well-versed in the western genre and would go on to vastly different cinematic careers). The strong, silent hero is a man known only as Harmonica (Charles Bronson) because he keeps the instrument tied around his neck and his presence is often signaled not by the immediate sight of him, but by his harmonica’s forlorn call (the tune of which is courtesy of Ennio Morricone, who scored all of Leone’s spaghetti westerns). The wily, rambunctious bandit is Cheyenne (Jason Robards), who at first appears to be a bad man, but eventually wins us over with his charisma and wit. And, of course, the true bad guy is the aforementioned Frank, played with sadistic glee by Fonda in what is truly one of the greatest instances of casting against type. His role is so shockingly memorable not because it’s simply “Henry Fonda being a villain,” but because, as Alfred Hitchcock did with James Stewart in Rear Window (1954) and Vertigo (1958), Leone unearths a dark mirror image of Fonda’s morally upright persona; the good we associate with his previous roles intermingles with Frank’s unmitigated badness, making him a disturbingly complex villain.

However, unlike Leone’s other westerns, Once Upon a Time in the West also features a central and complex female character: Jill (Claudia Cardinale), the woman who travels from New Orleans to marry McBain only to find him and the rest of his family massacred by Frank and his henchmen (the fact that we later find out Frank wasn’t supposed to kill anyone makes him seem all the more ruthless). Jill is not your typical western female, as she does not fall squarely into the “whore” or “Madonna” category. Rather, she bridges the character types; as a former prostitute, she is an unabashedly sexual character, but her sexuality is not used against her. Rather, it is one of her strengths, something that helps her survive in a harsh world.

For reasons that are not made clear until midway through the film, a railroad baron named Morton (Gabriele Ferzetti) is determined to see Jill dead, and he uses Frank as his mercenary. Meanwhile, Harmonica is determined to see Frank dead, but only by his own hand because he has a score to settle (the reason for this score is deliciously drawn out in fragmented flashbacks that don’t come together until he and Frank are squaring off for their third-act duel in the sun). Cheyenne is caught up in the middle of it all, and eventually he and Harmonica become unlikely allies.

Narrative aside, Once Upon a Time in the West’s chief strength is its impressive visual scope. Leone was a master of intercutting vistas of the human visage with widescreen vistas of the western landscape (usually shot in Spain or Italy, although several key scenes in this film were shot in Utah’s Monument Valley, home of eight John Ford westerns). It has been said many times that Leone treated the human face like a landscape, as no one was better as utilizing the ’Scope frame to turn a hardened stare into a moment of pure myth. Leone underscores his mythical impulses with the distention of time, which is most clearly articulated in the film’s opening sequence, where three killers await the arrival of a train. Unlike today’s frenetic action directors who feel that their films are lagging if there isn’t an edit every two seconds, Leone was content to linger on his images, allowing them to derive power and depth from that concerted focus. It adds a level of intrigue and grandiosity that befits his larger-than-life narratives and brilliant upturning of western clichés. He gets away with reworking cherished genre staples because he’s never parodic or insulting. Rather, he finds new depths in previously two-dimensional characters and situations, imbuing the old with an exhilarating sense of infinite possibilities

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