<P> 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 near Flagstone containing the region 's only 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 ) . It appears the land has no owner ; however , a former prostitute ( Claudia Cardinale ) arrives from New Orleans , revealing she is Jill McBain , Brett 's new wife and the owner of the land . </P>
<P> 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 near Flagstone containing the region 's only 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 ) . It appears the land has no owner ; however , a former prostitute ( Claudia Cardinale ) arrives from New Orleans , revealing she is Jill McBain , Brett 's new wife and the owner of the land . </P>
where does once upon a time in the west take place
where does once upon a time in the west take place
Flagstone , a fictional town in the American Old West
Flagstone , a fictional town in the American Old West