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Crafting a sequel to a successful, popular film is no easy feat. If the followup is too much like its predecessor, it has no individual identity, seeking only to remind audiences of the original material, usually in a watered down manner. If the sequel is nothing like the original film, however, either in content or tone, then filmmakers run the risk of losing their crossover audience: audiences who flocked to see dinosaurs in Jurassic Park (1993) might not have been so eager to see the followup if it featured kittens instead of velociraptors. The key, then, is to make the new film work for the same reasons the old one did: if you can tap back into an audiences’ emotions, you can produce a new film that will be just as successful, in its own way.

In many cases, the most successful sequels that don’t directly continue a larger storyline (The Godfather, etc.) are the ones that make subtle tweaks to the original property, while still maintaining the core feel/vibe. One of the best examples of this is the difference between Ridley Scott’s original Alien (1979) and James Cameron’s sequel, Aliens (1986). Both films are very good at what they do, for very different reasons. Scott’s film is a claustrophobic horror film that is equal parts “haunted house in space” and savage childbirth nightmare, whereas Cameron’s film is a fast-paced, tense and adrenaline-soaked action film about space marines destroying the living shit out of vicious alien foes. Two very different films but each wildly successful, in its own way and for its own reasons. In this spirit, then, we can see For a Few Dollars More (1965), Sergio Leone’s sequel to his iconic A Fistful of Dollars (1964), as being a wildly successful attempt to tweak the formula from the first film. While A Fistful of Dollars was a small film about one man and his interactions with a particularly lethal town, For a Few Dollars More is a much bigger, more epic story, prefiguring the Civil War epic that is The Good, The Bad and The Ugly (1966), Leone’s magnum opus. It also ends up being a surprisingly big-hearted buddy picture, albeit one where Clint Eastwood and Lee Van Cleef end up being the buddies. Huzzah!

The film begins with a nifty opening sequence that features someone on horseback getting gunned down in an extreme long shot, before another classic Ennio Morricone score kicks in. While the opening sequence isn’t quite as dynamic as the black-and-red James Bond nod of the first film, the song, itself, is pure gold, hinting at the titanic awesomeness that would arrive the following year with The Good, The Bad and The Ugly. An inter-title introduces us to the concept of the bounty killer (“Where life had no value, death, sometimes, had its price”) and we’re off to the races. Right off the bat, For a Few Dollars More has a larger, more expansive feel than its predecessor: Leone has a few more things to say, this time around, and he’s going to make damn sure we’re listening.

In short order, we meet Col. Douglas Mortimer (Lee Van Cleef), a man so completely badass that he makes his own railway schedule: “This train doesn’t stop in Tucumcari,” a nervous agent tells Mortimer. “This train’ll stop in Tucumcari,” Mortimer drolls back. And he’s right, of course, because he’s Lee Van Cleef: you try arguing with the dude. We then see Mortimer, as unhurried and cold as the Angel of Death himself, take out a bounty with a specially modified rifle. This guy, we see, is not the kind of fella you want to fuck with. As Mortimer gets a lead on his next bounty, he learns that someone else has been asking after the reward…some guy named Monco…some guy that we’d probably recognize better as…The Man With No Name (Clint Eastwood). And now, kids, we’re really off to the races.

After we see Eastwood handily collect his bounty via well-timed karate chops and a blazingly fast six-gun, we also get to see him practice a little good ol’ fashioned frontier justice. Approaching the worthless sheriff who did nothing to either capture the fugitive outlaw or prevent his gang from attempting to shoot him in the back, Monco looks the guy in the eye and deadpans, “Aren’t you supposed to be courageous and, above all, honest?” Without looking him in the eye, the sheriff responds back in the affirmative. Eastwood then takes the star off the sheriff’s chest, tosses it to a couple of guys hanging around outside, says “You need a new sheriff,” and rides out of town. In a word: badass.

At this point, with our principals firmly established, we meet the third point to this triangle: the vicious, blood-thirsty El Indio (Gian Maria Volonte). El Indio is a monstrous figure, a villain whose modus operandi involves gunning down people after his pocket watch has finished playing its delicate melody. Through a series of flashbacks, we get a gradual sense of the backstory behind the watch, leading to a pretty huge revelation in the final act. Indio is a complex man, equal parts brutish thug, calculating schemer and charming leader. He also has a $10000 bounty on his head, a reward which both Col. Mortimer and Monco have their eyes on.

After dancing around each other for a bit, Mortimer and Monco gradually settle into an uneasy partnership, one defined by an almost student/teacher relationship: Mortimer is the old-guard and Monco is the upstart young guy who will, eventually, take his place in the history books. There’s a genuine depth to Mortimer and Monco’s relationship that pays off in some surprisingly emotional ways throughout the film, while still allowing the titanic actors behind the performances to have their respective field days. It’s like a spaghetti Western version of Godzilla vs Monster Zero (1965), with Eastwood and Van Cleef subbing in for Godzilla and Rodan.

After Monco is “convinced” to infiltrate Indio’s gang (“One of us will have to join Indio’s band.” “Why are you looking at me when you say ‘one of us’?”), the two come up with a plan to take down Indio and his gang, including Klaus Kinski as a notoriously bad-tempered hunchback named Juan Wild. Things don’t go according to plan, of course, and Mortimer and Monco end things the way they began them: with steel reserve, a sneer and a whole lot of hot lead.

Right off the bat, For a Few Dollars More exists in a much more expansive universe than the first film. For one thing, we actually get to travel around a bit and see more of the Wild West than the dusty town of San Miguel. As Mortimer, Monco and El Indio continue their deadly game, audiences get to experience a much fuller dose of Leone’s vision of the West, a vision that’s every bit as interesting as John Ford’s, as far as I’m concerned. Leone’s vision is a romantic, fantastical one, informed as much by tall-tales and campfire stories as it is by actual historical precedent. At one point, as we get our first glimpse of the “impenetrable” El Paso bank, I found myself wondering if actual Old West banks bore any resemblance to the eye-popping, baroque edifice that Leone portrays in the film. I’m pretty sure they didn’t but I sure do like Leone’s idea better.

While A Fistful of Dollars was full of great one-liners and some truly ironic moments, For a Few Dollars More is a much more intentionally funny, “good-natured” film. At one point, a young boy tries to entice Monco into staying at a particular hotel by telling him that an attractive landlady runs the place. When Monco asks if she’s married, the boy shrugs and says, “Yeah, but she don’t care.” The initially throwaway bit pays off, later, when we see the landlady swooning over Monco. “He’s tall,” she says dreamily, which produces a nice moment when her husband storms off, in a huff, revealing him to be exceptionally short. It’s a pretty great gag and seamlessly integrated into the film. There’s another truly funny scene where Mortimer and Monco try to exert authority over each other by shooting their respective hats down the street: the two titans are so evenly matched that they eventually give up and just go have a drink. If only all conflicts could be resolved this way, eh?

Like the first film, For a Few Dollars more looks and sounds beautiful: the wide-open vistas are as stunning as ever and Morricone’s score is phenomenal, leaps and bounds above the already notable Fistful of Dollars score. Leone uses the score to much greater effect in the followup, culminating in one of the greatest scenes ever committed to celluloid. When Indio is broken out of jail, he gets revenge on the man who ratted him out by having his wife and baby killed right before his eyes. As is usual for Indio, he offers the poor guy a “chance” to fight him: when the music from his pocket watch stops, they can both come out blazing. In a fantastic use of sound, the music from the watch starts off as tinny and diegetic before becoming part of the score, where the music warps into a massive, Gothic processional, drenched in church organs, before returning to tinny and diegetic as the music stops and El Indio blasts his victim straight to Hell. It’s a massively impressive scene, one that didn’t really have any precedents in A Fistful of Dollars but will have plenty of competition in The Good, The Bad and The Ugly.

Acting-wise, this is another home-run, featuring typically iconic performances from Eastwood and Van Cleef and another great turn from Volonte. Whereas Volonte’s Ramon Rojo, in A Fistful of Dollars, was akin to a rabid dog, his performance as El Indio is much fuller and more subtle. In many ways, Indio comes across as a really good Bond villain, sort of an Old West Blofeld. In fact, the James Bond parallels from the first film really come home to roost in this one, especially during the bit where Indio and his second-in-command, Nino (Mario Brega) prepare to doublecross their own gang. There’s one moment where Indio says, “It’s done now: prepare to get out of here” where I fully expected to see SPECTRE baddies running around while their lair collapsed. If this sounds like some kind of faint praise, believe me: it’s not.

Ultimately, For a Few Dollars More is that rare sequel that actually manages to expand on and improve on its predecessor. While I’ll always love the smaller, more intimate feel of A Fistful of Dollars, there no way I can deny how much fun it is to see Leone playing in a larger sandbox. The second film in the trilogy leads us perfectly into the last, where everything becomes much bigger, more epic and more badass. While there’s an undeniable joy in seeing Eastwood and Van Cleef face-off in The Good, The Bad and The Ugly, there’s something just as cool about seeing them team-up to administer a little good, ol’ fashioned ass-kicking. You can keep The Expendables (2010): who needs a whole team when you have the two biggest badasses in the universe?