Sergio Leone had already made an indelible contribution to the western genre by the time he got around to co-writing and directing 1968’s Once Upon a Time in the West. Earlier in the decade, he’d introduced the world to Clint Eastwood in A Fistful of Dollars, and made two superior sequels, For a Few Dollars More and The Good, the Bad and the Ugly. He popularized the “spaghetti western,” so named for its Italian origins, though its popularity in the U.S. reflected a broader change in American culture. With its thin line between heroism and villainy, a more ambiguous view of western expansion, and way more blood, the spaghetti western showed that public appetite for the rosy myths of America’s founding had waned. They were ready for the darker truth.

Still, Once Upon a Time in the West isn’t realism. It is, in fact, more grandly cinematic than perhaps any western made to that date. The iconic score by Ennio Morricone—intermittently playful, tense, and mournful, and sometimes all of those at once—sees to that. But its story of a ruthless land grab by a robber baron, and a group of outlaws caught up in his scheme, resonated at a time when violence had made its way past the guardrails of the media and into the lives of the American public. The war in Vietnam, the Kent State shootings, and the assassinations of John F. Kennedy, Robert F. Kennedy, and Martin Luther King Jr. had brought bloodshed into our homes, and Hollywood mirrored that shift. Once Upon a Time in the West opens on a typical western sequence, in which a stranger known only as Harmonica (Charles Bronson) is met at the train station by three outlaws—and promptly guns them all down but proceeds to a more startling scene of bloodshed perpetrated by gun-for-fire Frank (Henry Fonda), who murders an entire family. Turning one of cinema’s greatest good guys—indeed, a man who once played Abraham Lincoln—into a child-killing outlaw is one of the best casting decisions in history.

There’s also a damsel in distress: Jill McBain (Claudia Cardinale), a young woman who has come to Arizona to be with her new husband and her children-in-law—but instead finds them murdered, gunned down by Frank and his henchmen. The townspeople expect her to leave, but she stays to live on her dead husband’s ranch, land with immense value that is seemingly known only to those who will kill for it. There’s also Cheyenne (Jason Robards), an outlaw of the slightly kinder variety. There’s a chance he and Jill might end up together. Then again, this feels like a world that would deny happy endings just to be consistent.

Under Leone’s masterful guardianship, Once Upon a Time in the West proceeds deliberately, setting its own pace, bending you to its rhythms. Each scene is a masterpiece in and of itself, with a mysterious beginning, exciting middle, and elegiac end. Often, there is bloodshed, but Leone is more interested in the rituals of the Old West, the way two men with guns size each other up to determine who has the power, and the way each of them treats Jill, stereotypically the most helpless character in the film. Once Upon a Time in the West casts no moral judgment, and there are no heroes here, but the actions of each character expertly reveal their courage or cowardice, while casting a broad judgment on the desperate world they inhabit.

It’s a film of such powerful vision and brilliant technique that the plot itself becomes incidental. We can try, though: Harmonica has a mysterious grudge against Frank, who has been hired by the rich guy to get the lucrative piece of land out from under Jill. Cheyenne has been framed for murder by Frank, but falls in love with Jill and ends up teaming up with Harmonica to keep Frank away from Jill’s land. Does that cover it? I think so, but every time I watch it, I forget about the plot altogether and get lost in these faces. Leone loves the desert, but he’s more interested in human landscapes. His extreme close-ups filter out the plot, themes, and the setting. Instead, he locates meaning in the mysterious wrinkles of Bronson’s boyish face and the knowing glances of Robards, which emerge from behind his beard like a portal to another, slightly better world. Even more beautiful are the ice-blue irises of Henry Fonda, which stand out from his black attire and tanned face like a dash of blue sky in a storm. This is cinema, folks. Every bleak, bloody, and beautiful frame of it.

Once Upon a Time in the West (1968, PG-13, 166 minutes) screens at 2 and 7 p.m. on June 7;  7 p.m. on June 8; 7:20 p.m. on June 9; and 3:45 p.m. on June 13 at AFI Silver. silver.afi.com.