After making his American Civil War epic "The Good, the Bad and the Ugly", Leone had intended to make no more Westerns, believing he had said all he wanted to say. He had come across the novel "The Hoods" by the pseudonymous "Harry Grey", an autobiographical book based on the author's own experiences as a Jewish hood during Prohibition, and planned to adapt it into a film (17 years later, it would become his final film, "Once Upon a Time in America"). Leone, though, was offered only Westerns by the Hollywood studios. United Artists (which had produced the "Dollars Trilogy") offered him the opportunity to make a film starring Charlton Heston, Kirk Douglas, and Rock Hudson, but Leone refused. When Paramount offered Leone a generous budget along with access to Henry Fonda—his favorite actor, and one with whom he had wanted to work for virtually all of his career—Leone accepted the offer.