Filmed in panoramic Cinerama, this star-studded, epic Western adventure is a true cinematic classic. Three legendary directors (Henry Hathaway, John Ford, and George Marshall) combine their skills to tell the story of three families and their travels from the Erie Canal to California between 1839 and 1889. Spencer Tracy narrates the film, which cost an estimated 15 million dollars to complete. In the first segment, "The Rivers," pioneer Zebulon Prescott (Karl Malden) sets out to settle in the West with his wife (Agnes Moorehead) and their four children. Along with other settlers and river pirates, they run into mountain man Linus Rawlings (James Stewart), who sells animal hides. The Prescotts try to raft down the Ohio River in a raft, but only daughters Lilith (Debbie Reynolds) and Eve (Carroll Baker) survive. Eve and Linus get married, while Lilith continues on. In the second segment, "The Plains," Lilith ends up singing in a saloon in St. Louis, but she really wants to head west in a wagon train led by Roger Morgan (Robert Preston). Along the way, she's accompanied by the roguish gambler Cleve Van Valen (Gregory Peck), who claims he can protect her. After he saves her life during an Indian attack, they get married and move to San Francisco. In the third segment, "The Civil War," Eve and Linus' son, Zeb (George Peppard), fights for the Union. After he's forced to kill his Confederate friend, he returns home and gives the family farm to his brother. In the fourth segment, "The Railroads," Zeb fights with his railroad boss (Richard Widmark), who wants to cut straight through Indian territory. Zeb's co-worker Jethro (Henry Fonda) refuses to cut through the land, so he quits and moves to the mountains. After the railway camp is destroyed, Zeb heads for the mountains to visit him. In the fifth segment, "The Outlaws," Lilith is an old widow traveling from California to Arizona to stay with her nephew Zeb on his ranch. However, he has to fight a gang of desperadoes first. How the West Was Won garnered three Oscars, for screenplay, film editing, and sound production.