Sergio Leone's classic Western holds an especially shameful place on my shame list because not only had I never seen it, I'd barely even heard it discussed.

I assume, as with most things, that this is a flaw in myself. I must not be hanging out with the right people. The film appears in many prominent places: Time magazine's 100 greatest films of the 20th century; Empire magazine's 500 greatest movies of all time (at No. 14, the highest-ranking Western on the list); and in interviews with directors like Scorsese, Tarantino, and Lucas, who cite it as an influence. The Rotten Tomatoes page is replete with lavish praise: "Leone is here at the peak of all his epic powers." "One of the pinnacles of world cinema." "Leone's masterpiece." Even the hyperbolic philistines whose votes determine the Internet Movie Database's top 250 love it: right now it's at No. 21, between The Matrix and Rear Window.

How can a film be so beloved, admired, and respected -- not just by critics but by regular human beings -- yet seem so obscure? I hear plenty about Leone's Dollars trilogy and about "Spaghetti Westerns" in general, yet I don't recall ever having a conversation with anyone about Once Upon a Time in the West. If it weren't for its prominence on all those "movies you oughta see" lists, it might not have occurred to me to include it on mine.

But I am glad I did include it, for now my shame has been simultaneously identified and extinguished. SO THERE.

My Shame List #3: Once Upon a Time in the West (1968)

The shaming.

(This week's guest scolder: Todd Gilchrist, of The Hollywood Reporter and The Playlist!)

"If I didn't love you so much (and you pay me on the regs), this would be an unforgivable offense. While the Dollars trilogy is terrific, Once Upon a Time was the magnum opus of Sergio Leone's westerns, as it seemed to take all of the rough-hewn edges of its predecessors and smooth them just enough to retain a gritty, unforgiving sense of reality, while elevating all of his trademark flourishes into the kind of cinematic boilerplate that essentially became the genre's visual and thematic lexicon for many, many years. Charles Bronson has never been more bad ass than in this film, and Jason Robards steals the show as a scruffy thief who forges a tenuous partnership with him. Claudia Cardinale is so beautiful that it's easy to overlook how well she's holding her own against so many powerhouse performances. A benchmark by which all Westerns should be judged."

Why hadn't I seen it before?

We've been over this. Even though it's a really important movie, I never hear anyone talk about it. Look, maybe I should shift the blame from myself to everyone else. Why didn't anyone ever TELL me to watch it? Huh? Did you ever think about that?

How much of it had I seen?

Not a frame of it. I went in totally fresh. No spoilers!

What did I already know about it before I watched it?

- It was directed by Sergio Leone, who is perhaps more famous for the films he made earlier in the '60s starring Clint Eastwood: A Fistful of Dollars, For a Few Dollars More, and The Good, the Bad and the Ugly.

- It is an "epic," which is to say it is well over two hours long.

The watching.

The opening credits managed to arouse my curiosity even further, as they reveal something I had not known: the film's story is attributed to Leone, Bernardo Bertolucci (who would soon make Last Tango in Paris), and Dario Argento (who would soon become Italy's master of horror). I suspect that if I'd been aware of these men's involvement, I'd have sought out Once Upon a Time in the West a lot sooner.

Having already seen Leone's Dollars trilogy (most recently The Good, the Bad and the Ugly, I had some idea of what to expect visually. Leone loved tight close-ups, carefully composed shots, and extended takes. He also liked silence punctuated by bursts of violence. Once Upon a Time immediately looks and sounds like a Leone film (including an Ennio Morricone musical score), yet as my pal Todd noted above, it's more polished than his previous work. You can see the director's technical proficiency growing stronger with each film.

You can also see that he had a bigger budget this time around. Paramount had come a-callin' after Leone's Dollars trilogy proved lucrative, offering him a sizable budget and the possibility of getting Henry Fonda to star in it. Though Leone shot most of it in Italy and Spain, where he'd made his other movies, he also filmed some scenes in Utah and Arizona, against backdrops that had been made iconic by the Westerns of John Ford. It's fitting that Quentin Tarantino's movies are so obviously influenced by Leone's, since Leone's -- especially this one -- are so obviously influenced by the movies he grew up loving. It's the circle of life.

I feel fortunate not to have known anything about the story before watching the movie, as it allowed me to be truly surprised by several plot points. (Don't worry, I won't spoil anything, in case you're some kind of lame moron who hasn't seen Once Upon a Time in the West.) I loved getting wrapped up in the slow, methodical pace, feeling immersed in Leone's world -- I can only imagine the splendor of seeing it on the big screen -- and then being jolted by the sound of gunfire.

There's a lot more quotable dialogue here than I remember there being in Leone's previous films. Credit goes to Leone's co-screenwriter, Sergio Donati, and to Mickey Knox, an American actor who worked with the Sergios to translate it into English. I love it.

"Was it necessary that you kill all of them? I only told you to scare them." "People scare better when they're dying."

"How can you trust a man who wears both a belt and suspenders? The man can't even trust his own pants."

"You remind me of my mother. She was the biggest whore in Alameda and the finest woman that ever lived. Whoever my father was, for an hour or for a month, he must have been a happy man."

Words to live by.