Fonda did not accept Leone's first offer to play Frank, so Leone flew to New York to convince him, telling him: "Picture this: the camera shows a gunman from the waist down pulling his gun and shooting a running child. The camera tilts up to the gunman's face and… it's Henry Fonda." After meeting with Leone, Fonda called his friend Eli Wallach, who had co-starred in "The Good, the Bad and the Ugly". Wallach advised Fonda to do the film, telling him "You will have the time of your life."