Once Upon a Time in the West (Italian: C'era una volta il West) is a 1968 epic Spaghetti Western film co-written and directed by Sergio Leone. The film portrays two conflicts that take place around Flagstone, a fictional town in the American Old West: a land battle related to construction of a railroad, and a mission of vengeance against a cold-blooded killer. A struggle exists for Sweetwater, a piece of land in the desert outside Flagstone which contains the region's only other water source. The land was bought by Brett McBain (Frank Wolff), who foresaw that the railroad would have to pass through that area to provide water for the steam locomotives. When crippled railroad tycoon Morton (Gabriele Ferzetti) learns of this, he sends his hired gun Frank (Henry Fonda) to intimidate McBain to move off the land, but Frank instead kills McBain and his three children, planting evidence to frame the bandit Cheyenne (Jason Robards). Meanwhile, a former prostitute (Claudia Cardinale) arrives at Flagstone from New Orleans, revealing that she is McBain's new wife and therefore owner of the land.