All language subtitles for The Good Guys and the Bad Guys (1969) 1080p HDTV x264.en SDH

[music continues]

[train horn blaring]

♪ Our story tells
of a man grown old ♪

♪ His blood's still warm
but his heart's grown cold ♪

♪ He thinks he's still
the man he was ♪

♪ But the young poke fun
at everything ♪

♪ Everything the old man does ♪

♪ Marshal Flagg
Marshal Flagg ♪

♪ As men grow old ♪

♪ Their footsteps drag ♪

♪ Younger folks
start makin' jokes ♪

♪ They'll be laughin'
at Marshal Flagg ♪

♪ They'll be laughin'
at Marshal Flagg ♪

♪ Laughin' ♪
♪ Laughin' ♪

♪ At Marshal Flagg ♪

♪ A man recalls
all his youthful days ♪

♪ When he tasted life
in a million ways ♪

♪ He dreams his dreams
at times it seems ♪

♪ That he's only two times ten ♪

♪ And he's full of fire again ♪

♪ The man he was ♪

♪ Way back then ♪

♪ Marshal Flagg
Marshal Flagg ♪

♪ As men grow old ♪

♪ Their footsteps drag ♪

♪ Younger folks
start makin' jokes ♪

♪ They'll be laughin'
at Marshal Flagg ♪

♪ They'll be laughin'
at Marshal Flagg ♪

♪ Laughin' ♪
♪ Laughin' ♪

♪ At Marshal Flagg ♪♪

[gunshot]

Damn red-headed chicken thief!

'Blow his stealin' head off.'

Damn fox ate another one
of my hens this mornin'.

Consarned thieving..

Well, get down off of there.

Come have a snort.

- Nippy, huh?
- Nippy, hell!

I damn near froze last night.

Why didn't you sleep inside?

Walls and rooms
is for city folks.

Well, then,
why did you build it?

(Grundy)
'Never built nothing like it
before.'

Grundy, either your coffee

or your liquor's
gettin' awfully rancid.

- Chaw?
- No, no.

So, what no-good
you've been up to?

Uh, just the usual.

I saw some..

What?

Saw some..

Grundy, will you please spit?

Saw some men yesterday,
down by the flats.

Who were they?

Never seen them before.

What'd they look like?

- Mean.
- What do you mean "mean?"

Just mean. Ornery.

Well, what were they doing?
How many of 'em were they?

Not much of anythin'.
Just sittin'.

About a dozen of 'em.

Well, didn't you see anything,
hear anything?

(Grundy)
'I heard a couple of names.
One was called Waco.'

And another called, uh..
I can't remember exactly.

McBride, MacLean, McKay..
Somethin' like that.

McKay? Did you say McKay?

(Grundy)
'Somethin' like that.'

What does he look like,
this fellow McKay?

(Grundy)
'Only saw his back.'

- From the back then.
- Well..

[spits]
He was tall.
Taller than the rest.

He wore them long Mexican spurs
with the pointed rowels.

His horse and his clothes,
what color were they?

Black. Whole outfit.

'Horse and men.
Even his holster.'

'I remember that 'cause
he wore it high on his belt.'

Not low like some of these
show-offy young'uns.

John McKay.
That's who you saw.

(Grundy)
'You mean The McKay?
Big John McKay?'

That's right.

I thought he was killed
years ago.

Down along the Red River.

So did I.

Thanks for the coffee.

If you need an extra gun,
count me in.

Thanks, Grundy.

Hot damn!

There's finally gonna be
some action around here.

[exhaust spurts]

[instrumental music]

[indistinct chatter]

Here you go.

You weren't so eager to get

rid of me last night, Jed Davis.

Come on, Ginny, there was
nothin' personal about it.

Nothing personal?

Be the first time
you ever laid hands on me

that it weren't personal!

High time they close
that dirty place.

Been a shame of this city.

Harold!

- Hi, Nell.
- I don't know you, do I?

Bye, Nell.

I sure as hell
should remember him.

Harold, you tell me immediately
how you know that woman?

Harold! Answer me this instant.

She's a friend of pa's.

(male ♪1)
'Hey, Nell, give us something'

'to remember you by.'

This'll remind you
of what you'll be missing, boys.

[all cheering]

- That's my garter.
- No, it's mine.

Give me my garter, will you?

- I swear to..
- Fight!

[clamoring]

I never figured
on this much fuss.

Well, Howard, fuss is publicity

publicity is votes.
Remember that.

(Pierce)
'I congratulate you,
Mayor Wilker.'

That establishment was a blight
on the entire community.

Right you are, Mrs. Pierce.

It's a civic disgrace, uh,
the work of the devil.

Don't worry, Ed. The house will
be open right after election.

Good. Good.

Good.

Ooh, good.

Come on, Howard.

[instrumental music]

[growling]

[gunshots]

[indistinct chatter]

So long, Charlie.

Dirty thing.

Take your hands off of me.

Bye! No hard feeling anymore.

[whistle blowing]

[train chugging]

- Bye.
- This is for you, Jim.

For being the nicest marshal
we've ever known.

All right, girls,
let's hear it for the marshal.

- Hip, hip, hooray!
- Hip, hip, hooray!

'Hip, hip, hooray!'

Well, back to the office.

Public servant's work
is never done.

- 'Mayor.'
- Yes?

Oh, Flagg. Good morning.

Gonna need about 20 men.
Volunteers for a posse.

- Posse?
- Did you say posse, Jim boy?

That's right.

You have them bring
their guns and ammunition

meet me over at the courthouse

and I'll get them sworn in
and we'll...

Wait a minute, Jim. Now wait.

What is all this posse talk?

You know that train
that's due Saturday

with the money for the new bank?

Yes.

Well, I think there's gonna be
a hold-up.

- Hold-up?
- That's impossible.

John McKay has been seen
in the territory.

And who the hell is John McKay?

Who the hell is John McKay?

For your information,
Mayor Wilker, and Deputy Boyle

John McKay is one of the most
wanted outlaws in the country.

Oh, you mean Big John McKay,
that old-time train robber.

That's right.

Sure, I remember now.

I read about him in
the pulp books, he used to be

pretty famous around the time
the James boys was cuttin' up.

The James boys? Ye Gods,
that's over 20 years ago!

Yeah, but wasn't he killed,
somewhere down in Texas?

Well, if he was,
I wouldn't be standin' here

sayin' he's planning
a hold-up, now.

- Would I, Mr. Boyle?
- Yeah, but the book said that...

I don't give a damn what
the book said, the man's alive!

Wait a minute, Jim boy.
Now, calm down.

Hold-up, posse..

We haven't used those words
in, in years.

Well, in case you've forgotten,
mayor, they mean trouble.

Which is exactly
what we're gonna have

if we don't quit jawin'
and start movin'.

And we're gonna have
even more trouble

if we go off halfcocked and get
this whole town up in arms.

We're not goin' off halfcocked,
the man is dangerous.

[sighs]
Wait a minute, Jim.
Let's, let's be sensible.

If he was alive, this man
would be 100 years old!

He's no older than I am.

[instrumental music]

I'll tell you what, Jim boy,
let's, um

go over to your office
and discuss this

in a rational way.

Shall we?

Ooh, Jim boy,
this place needs air!

Get a window open.

Oh! Scared the hell out of me.

Not as scared
as you're gonna be.

There's our man.

Do something about those
windows, will you, Jim boy?

You look peaky.

Well! This is more like it.
A man can work in here.

Space. There's light.
There's, there's air.

It's very nice, Howard.

Yes, neatness indicates
organization.

Organization promotes
productivity.

I'm impressed, Howard.

Well, I hope you'll be impressed
when McKay

hauls off a $100,000
on Saturday.

Now, look, Jim, this poster
is 20 years old if it's a day.

Now, it cannot be the same man.

Well, it is.
I had a detailed description.

A description?
I thought you said you saw him.

I said he was seen
in the territory.

Oh, then you actually
did not see him?

- No.
- Well, who did?

- A fellow named Grundy.
- Grundy?

[laughs]
Oh, Jim!

That crazy, whiskey-guzzling,
old sot in the hills?

He is not crazy.

You can't be serious, Jim boy.

You mean, you'd turn this town
upside down

and create a panic
over some wild bandits

or some bank robbers on the word

of a lunatic hiding up
in the hills?

He's not a lunatic, and he's not
hiding in the hills!

He just don't take to city life.

No, we can't risk it, Jim

not with an election coming up.

Now, if you told me that you had
seen McKay with your own eyes

I would consider
a plan of action.

But this is just..
This is just hearsay.

You can't run a town on hearsay.

We'd be the laughing stock
of the state

if this turned out
to be a wild goose chase.

Jim, go home.

Forget about posses
and hold-ups and the like.

Time marches on.

Well, I'm still marshal
of this town.

And as long as I am, I aim to do
my job the best way I can.

I'm formin' a posse.

I'd like your cooperation,
but if needs be..

Jim boy. Jim, wait a minute.

'Now, Saturday
is two days away.'

'Now, all I'm asking for
is a couple of hours'

to analyze the situation.

Now, that's fair enough,
isn't it?

Well..

You're a reasonable man,
Jim boy.

Howard, I'd like..

Howard?

I want you to walk me
to the office.

I have something
I want to discuss with you.

[mellow music]

[car engine rumbling]

[snorts]

James Flagg.

You are late for supper.
You know what time we sit down.

I mean, I don't run
a restaurant here.

I haven't got time to eat
anyway, Mary.

- Hi, Jim.
- Hello, Billy.

Marshal Flagg, Billy,
you know that.

Boy, you should've seen
all the ruckus in town today.

A whole bunch of ladies
were piled aboard the train

'and the mayor was there,
and everything.'

- Yeah, I saw it.
- Where are they going?

- 'Who?'
- The ladies.

Another town, I guess.

Why?

- Billy!
- 'Mm, Ma!'

- And don't call me Ma.
- Did they wanna go?

I don't suppose it occurred
to anybody to ask them, Billy.

They weren't bad, were they?

I mean, if they'd been bad

you'd have run 'em out of town,
wouldn't you?

Yeah, Billy. If they'd been bad,
I'd have run 'em out.

Then if they weren't bad
and they didn't wanna go

how come they went?

Well, uh, Billy,
someday you'll learn

that people don't always agree
on what's good and what's bad.

Now, uh, about those ladies,
they were just, uh

practicing the oldest profession
on earth.

I thought being marshal
was the oldest profession.

No, that's just second oldest.

Well, then, what's first?

You got yourself into this.
You get yourself out.

Well, Billy, you see, the, uh

the Lord made men
and he made women

and he, uh..

Well, he didn't make them
quite the same.

Gee, I know that.
But why did...

Billy, that's enough questions.

Now, uh, why don't you
just run along, huh?

Grown-ups don't tell kids
nothin'.

Ma, Howard Boyle's here.

- Billy.
- Come on in, Howard.

- Evening, Mary.
- Evening.

- Marshal.
- Howard.

The, uh, mayor wants to talk
to you, Jim.

- Already?
- 'Yeah.'

He decided to cooperate, huh?

I think you ought to come down
and see him yourself.

You tell His Honor
I'm on my way.

Okay.

And, uh, Howard,
start roundin' up a posse.

I'd like to be on the flats
by sunup.

Right.

What's this about a posse?

Oh, nothing to worry about,
Mary.

Not now, anyway.

Jim?

Be careful, will ya?

I'll be back. Maybe then
I'll take you to dinner.

[door closes]

[crickets chirping]

[horse trotting]

[dog barking]

♪ For he's a jolly good fellow ♪

♪ For he's a jolly good fellow ♪

♪ For he's a jolly good fellow
that nobody can deny.. ♪

Jim! Jim boy, come on!

[crowd cheering]

♪ For he's
a jolly good fellow ♪♪

Come on!

Come on, Jim boy.

Come on, Jim, this is for you.

Come on, this is it for you,
Jim boy.

Folks, this is a great day
for our town.

Today, we're gonna pay
our respects to a man

who has devoted
20 years of his life

to make this a safe
and decent place to live in.

[applause]

You know,
when Marshal James Flagg

came to our fair city,
it was

untamed, lawless, frontier town.

'But with honesty,
resolution and dedication'

'regardless of personal danger'

James Flagg has tamed this town

and made it
the prospering community

we all enjoy today.

[cheering]

And so, it's come time for us
to pay the debt

we all owe to
this courageous man

and to show our appreciation
for a job well done.

Jim boy, in appreciation

for long
and outstanding service..

...we present you
with this gift.

[applause]

Well, open it, Jim boy.
Open it.

[laughs]

'Read the card, Jim.
Read the card.'

"To James Flagg,
Marshal Emeritus."

Yes, that's the sentiment we're
gonna inscribe on it later.

I didn't have time today.

And, folks, with the watch
goes a full pension for life!

[applause]

'Carefree days of whittlin'
and fishin'.

[Wilker laughs]

And each year, henceforth

this day shall be known
as Flagg Day.

[cheering]

Now, we all know that
it's gonna be mighty difficult

to fill Marshal Flagg's boots

but there is a man among us

who's going to give it
a first-rate try.

Howard Boyle has youth.

He has integrity.

He's bold, ambitious
and he's honest.

And he will give us the kind
of law enforcement

that we all need.

I give you Howard Boyle.

[applause]

"It's a.." Ahem.

- "It's a great honor to..."
- Louder. Louder.

"It's a great honor to

"be chosen marshal
of this fine city.

'"I shall endeavor to carry out'

'"the duties
and responsibilities'

'"of my new office'

"in a fine tradition
of my... predecessor.

- With the.."
- Aid.

"...aid and support

"of our great mayor

"and all of you

'"I feel confident'

'"of the continued growth'

'and prosperity
of our great city."'

Thank you.

Howard, thank you.

And now, by way
of celebrating

the town treasury,
with a little persuading from me

has decided
to foot the bill at Polly's.

Drinks on the house.

[crowd cheering]

[instrumental music]

[music continues]

♪ A lawman's lost
when he has no star ♪

♪ And when you're licked
people know you are ♪

♪ They give him a watch
and with that gem ♪

♪ In a minute flat
he's just a bust ♪

♪ 'Cause he's just
like one of them ♪

♪ It's tough to hear
that you're all washed up ♪

♪ But he drinks the dregs
of that bitter cup ♪

♪ He says you fool
keep cool keep cool ♪

♪ Then a door
that's monogrammed ♪

♪ With his name
is fiercely slammed ♪

♪ And then he thinks ♪

♪ Well I'll be damned ♪

♪ Marshal Flagg
Marshal Flagg ♪

♪ Beneath his shirt
his shoulders sag ♪

♪ Where to go
he doesn't know ♪

♪ No future for Marshal Flagg ♪

♪ No future ♪

♪ For Marshal Flagg ♪♪

[ticking]

[gunshot]

[instrumental music]

[music continues]

No, thank you.

I still don't figure
what you're gonna do.

You can't take 'em all on.

You aimin' to get
McKay first?

Don't know why you're
even botherin'.

Let McKay pull it off.

Teach that rotten town
a lesson.

Oh, it's not
the town's fault, Grundy.

They thought
they were honoring me.

Honor? Hell, they don't even
know the meanin' of the word.

Why, probably not more
than a dozen even recollect

what a hellhole that place was
before you pinned on your badge.

Well, it's too late to do
anything about it now.

It's done.

I got McKay to think about.

- I'll get my gun.
- Oh, no, you're not coming.

- Why not?
- 'It's not your job.'

Well, it ain't yours
no more either, damn it!

They fired you!

Thanks for
the hospitality, Grundy.

You got a nice
warm place in there.

You ought to try it sometime.

[instrumental music]

You go gettin' killed,
don't come running back here.

Damn fool.

'Damn fool!'

[instrumental music]

[snoring]

Beats me.

It's open.

When the hell are we gonna move?

- Cards.
- Two.

Waco knows what he's doin'.

Found out about the shipment,
didn't he?

Besides, today's Friday.

The money don't come in till
tomorrow, so what's the hurry?

The hurry is, I get jumpy
just sittin' around.

Jumpy? What the hell's to get
jumpy about this job?

Town full of hicks,
it'll be a pushover.

Yeah, if there ain't any
Pinkerton men.

For that kind of money

a man's gotta figure
on some risk.

Risks or no risk,
it sure beats the hell

out of busting your back
for three dollars a day.

- 'Cards.'
- 'Two.'

(male ♪2)
'Three.'

(male ♪3)
'It's your bet.'

(male ♪4)
'By me.'

[snoring]

Your bet.

[coughing]

I swear one day
I'm gonna stuff my boot

right down
that old man's mouth.

I don't know why we drag him
along in the first place.

He's supposed to know
this country.

He had a, had a gang once
that operated in these parts.

Hard to imagine, ain't it?
Him leadin' a gang.

(male ♪5)
'Call.'

(male ♪3)
'That and that better.'

[gunshot]

[instrumental music]

Up.

Turn around.

- You know him?
- Yeah, I know him.

(McKay)
'His name is Flagg.
James Flagg. US Marshal.'

(Deuce)
'Marshal? That old man?'

Flagg?

McKay?

Get 'em saddled.

You spook them horses?

I asked you a question, mister.

He spooked them.

Sneaked up on McKay,
I hit him.

What do you want
this old buzzard for?

He says he's a marshal.

[chuckles]
He sure don't look
like no marshal to me.

This is James Flagg.

Now, who the hell
is James Flagg?

Who the hell is James Flagg?

He's the toughest marshal
this side of the Mississippi.

Oh, yeah?

What town
you toughest marshal of?

(McKay)
Purgatory.

He's the marshal of Purgatory

'down along the Forks River.'

You're a little outside
of your territory, ain't you?

Purgatory's more than
100 miles from here.

You sure this isn't another
one of your wild stories?

If you're a marshal,
let's see your badge.

I don't see no badge.

I lost it.

Well, the famous marshal
lost his badge.

He's a marshal
like you're Calamity Jane.

Mount 'em up, Deuce.
We're headin' for Progress.

What are we gonna do
with him?

Shoot him.

Can't go cold-blooded
killin' a man like that.

Well, then stay here
and hold his hand.

Pick you up Saturday.

Better anyhow. That way
you'll be out of my hair.

Now, wait a minute, Waco!

Now, listen, McKay, you're here

on a free ride and you know it.

You're hangin' on by your teeth.

Now, you want to come,
you put a bullet

in your marshal friend here.

If not, you stay here
and hold his hand.

Either way,
it don't matter to me.

If I hadn't seen it
with my own eyes

I never would've believed it.

Now, don't you get
any fool notions.

This is still my gang.

Waco works for me.

Oh, yeah, sure.

I never figured I'd see the day

that John McKay was rawhided
by a green kid.

Rawhided? Look who's
been rawhided!

You walk in here,
broad as daylight

you take three steps
and you get your scalp parted.

You put that cannon away

and I'll show you
whose scalp gets parted.

Oh, no. I leave fool stunts
like that to marshals.

Why, you flabby...

Don't give me an excuse
to use this.

[laughs]

All these years
and you still get riled up

just thinkin' about it.

I get riled up when I think
about a man breakin' his word.

- Never gave you my word.
- The hell you didn't!

Oh, the hell I did!

You told me
that you wouldn't pull anything

and the minute I turned around

you damn near
knocked my head off.

What'd you expect me to do?

Let you take me in
and spend 20 years in jail?

I expected you
to keep your word.

I promised.
I never gave you my word.

Well, what the hell
is the difference?

One's a promise,
the other's my word!

That's the difference.

Oh, no.

Sun never set on the day
that Big John broke his word

to a friend or an enemy.

(Jim)
'What was that business about me
being Marshal of Purgatory?'

Waco would've shot you
right on the spot

if he knew you were
the Marshal of Progress.

- What's that to you?
- Nothin'.

'I just don't go
for unnecessary killin'.'

[laughing]
I still can't get over it.

All these years
and you're still huntin' me.

[scoffs]
I was hunting
jackrabbits, not you.

'Matter of fact,
I forgot about you years ago.'

I heard you got killed
down along the Red River.

Red River. Phew.

That job would've made
the James gang

look like city boys.

Three express cars!

More gold than in a dozen banks.

And more Pinkerton men, too.

Still don't know how I made it.

I did get two slugs.
Right there.

Guess the bullet
with Big John's name on it

just ain't been fired yet.

[dramatic music]

[gunshot]

You damned idiot!
I'd have hit him!

Get him. Come on, boy.

[music continues]

[grunting]

[music continues]

[grunts]

[instrumental music]

Damn fool.

[music continues]

[instrumental music]

Carmel, you grow
more beautiful every year.

Oh, thank you.

To you.

I do feel wicked
imbibing before sundown.

Oh, well..

Voila.

Sundown.

[chuckles]

Oh, Mayor Wilker.

You know, Mayor Wilker
is so, so formal.

My.. My Christian name
is Randolph.

- Randolph?
- Yes, but to you it's Randy.

- Now, Randolph..
- No, Randy.

Randy, we must remember
I'm a missus.

I, my dear, am a mister.

If my husband knew, why...

'Never fear.'

Your husband is aware
only of engines

valves, gasoline.

- It's true, I'm afraid.
- Yes.

Every weekend he's out and about
in his automobile

while you, in the bloom
of your youth and beauty

are left alone, unattended.

- Like an unplucked rose.
- Yes.

- Wasting away.
- Yes.

A victim
of internal combustion.

Yes!

That's why we belong together,
Carmel dear.

You, a lonely woman.

I, a lonely public servant.

Both of us
love-starved victims

on the altar of Progress.

Are you lonely?

Lonely?

Oh, Carmel dear.

When I sit at my desk

pondering the awesome
responsibilities of my office

I'm probably the loneliest man
in the world.

- Oh, you poor man.
- Yes.

So your mayor needs... assistance

devotion, and patriotic support.

You are patriotic,
aren't you?

I'm a member of the DGW.

Oh.

The what?

Daughters
of George Washington.

We're more patriotic
than anybody.

Well, that's what I'm gonna
appeal to, your patriotism.

There.

There.

You see, what I need..

What I need is the warmth
of my constituents.

Ah, yes, the warmth.

Their affection.

[chuckling]
Yes, their affection.

Their spiritual sustenance.

[laughs]
Yes, their spiritual substance.

Yes, my dear, substance.

[instrumental music]

(Carmel)
'Mmm. Mayor.'

'Randolph.'

[Carmel laughing]

- 'Randy!'
- Mayor?

Yes? Flagg!

[Carmel gasps]

Well, it's nice to see you,
Mrs. Flannahan.

We'll discuss your suggestion

at the, at the next
council meeting.

- Have you gone crazy?
- Mayor, this is...

Don't you know
what doors are for?

- 'Mayor... '
- Don't you know how to knock?

Are you totally out
of your mind?

Will you listen to me?

It'll take a $10 bottle
of perfume to smooth this over.

Mayor, this is Big John McKay.

- I want to get to the emporium.
- Didn't you hear me, mayor?

This is John McKay.
Fella I was tellin' you about.

Yes, yes. Of course,
we'll discuss it later.

But his gang
is in town right now.

Right you are, Jim boy.

But, mayor, the bank!
Tomorrow's train.

- The money!
- Look, Jim boy, you're retired.

'Now, you don't have to think
about those things.'

Now, just go home,
relax, go fishing.

Boyle can handle these things.

These men will eat
Boyle alive!

Come on now, Jim,
don't exaggerate.

(Wilker)
Now, Jim boy, you know my office
is always open to you

but next time knock a little.
You know what I mean?

You scare the hell out of a man,
barging in like that.

And both of you, take a bath,
you're a sight!

Listen, Jim boy, uh, could you
stop at the emporium and...

You buy your own
damn perfume!

Right you are,
right you are, Jim boy.

Retired? Jim boy!

Jim boy's been retired.

What'd they do,
throw you out for some

fancy-pants young dandy?

Come on, move.

So that's it, ain't it?

After all those years

they give you a gold watch,
and a pat on the back

and a kick in the ass,
didn't they?

See. They say there's no
honor among thieves.

Look.

What's happened
makes no difference

as far as you're concerned.

You're my job,
badge or no badge.

Now mount up.

Come tomorrow,
I'm gonna take you

over to the county seat
and turn you over

to the US Marshal.

Where to now?

You go back up on your mountain
and try to stay out of trouble.

Yeah, but, Jim, you...

Will you do
like I said, Grundy?

(Grundy)
'Damn fool!'

[instrumental music]

[horn blaring]

[dramatic music]

[dog barking]

Just like you said, Waco

train's due at 9:00
tomorrow morning.

You seen that new bank yet?

It's gonna take a ton
of dynamite to blow it.

That's why we ain't gonna try.

I thought you told me
the plan was...

Plan's been changed.

We'll make our move
at the depot

when they unload the money
from the train.

And we hit them
from all sides at once.

You two spread the word.

We'll meet at the depot
in the mornin'.

Tell the boys to stay
out of trouble tonight.

Tuber.

[harmonium music]

One schooner. Hi.

[music continues]

That'd warm a man's bed
on a cold night.

This thing is over, I think
I'll get me one just like her.

Why wait?

How about a drink, honey?

I don't drink
with customers.

Deuce.

Waco don't want
no trouble tonight.

Here we are.

Here, let me help.

Oh, that's alright.

Well, I'm pleased to know

there's one gentleman
here, anyway.

James, are those
really necessary?

Yes, they are
really necessary.

Thank you anyway, ma'am.

It's alright.

Mmm, that's delicious.

Really?

As good as Mrs. McKay's?

(Jim)
'Mrs. McKay's?'

'You really believe
there's a woman fool enough'

'to get hitched up
with the likes of that one?'

James Flagg, I'll ask you
to mind your manners.

You may have your reasons
for behaving like this

but as long as Mr. McKay
is a guest in my home

I want him treated
courteously.

Courteously?

- That thievin', low-down...
- James!

I'm sorry, Mr. McKay.

It just seems
that some folks

have never really learned
proper manners.

Thank you, ma'am,
but I've, uh

I've learned
to make allowances.

Well, if there's anything else
you'd like, just call.

Goodnight, ma'am.
And thank you again.

You're welcome.

Jim boy, the sugar.

I'll take just a smidgen.

Jim boy?

I'm a guest.

Just a smidgen.

- Thank you.
- Heh-heh.

Mrs. McKay.
That'll be the day.

There was.

Was what?

A Mrs. McKay.

I don't believe it.

When could you've
gotten married?

After the Red River job

I was shot up pretty bad.

So I went up to Canada
for a spell.

There was... this woman..

'So?'

Forget it.

Well, who was she?

A Quaker gal.

[laughs]

You have got to be
the world's biggest liar.

Are you tellin'
this straight?

A real fire
and brimstone Quaker?

Well, if you're not lyin',
how come you're not up there

'in Canada with your wife?'

She died.

'The fever. Two days,
it was all over.'

Everything.

Any young'uns?

One. A boy.

It's been five years
since I've seen him.

- Who's taking care of him?
- His ma's kin.

Five years,
that makes him almost 11.

How about you,
did you ever get hitched?

Nope.

Never did.

[instrumental music]

Billy, what are you doin'
up this late?

I heard you talkin'.

It's you, Mr. McKay.

[chuckles]

Beats me how you'd even know
who it is anymore.

Gosh, Mr. McKay

I knew it was you
the minute I saw you.

Jim's told me
all about you.

Why, he says you're the most
famous train robber

in the whole world.

Did you come
to rob a train, Mr. McKay?

Don't you think you'd better
get back to bed, Billy?

Ah, Jim, do I have to?

Your ma catches you down here,
she's gonna tan all our hides.

- Now get.
- Hey, Billy.

I'd consider it a favor
if you'd sell this poster to me.

Oh, no, sir.

Jim gave it to me
for my scrapbook.

I could never sell it,
not for anything.

I understand.

But here.

[instrumental music]

Whatever happened
to the rest of them

'the ones that didn't go
to Red River?'

They're gone. They're all gone.

Smiley was hung,
over Tulsa way a few years back.

Jessup was killed
by the Pinkertons

on the Union Pacific.

Blanchard was shot
in a stud game

over in Tombstone.

Doc Samuels put a bullet
in his own head.

They're all gone.
What about your bunch?

The same. They're all dead.

Owens. Blake.

Kincaid. Haggarty.

Even old Dawson.

Marshal Abilene?

Eyes got so bad he couldn't hit
a six-foot fence.

They still bushwhacked him.

Shot him in the back,
at night from an alley.

Back-shootin',
bushwhackin'..

That's all the young ones
know nowadays.

They got no pride,
they got no honor.

Just ain't no fun anymore.

[sighs]

You got a privy out back?

What do you mean, out back?

The name of this town
is Progress.

We got one right here
in the house.

- In the house?
- Yeah.

Right there under the stairs.

[instrumental music]

You gonna hold my hand?

[music continues]

[flushing]

Well, I'll be damned.

[clanking]

[music continues]

Grundy.

Well, now, time sure ain't been
no enemy of yours.

You look fine, Polly.

Thanks.

Now what brings you to town?

Oh, I just figured
I'd pay a visit

see how civilization's
coming along.

Ain't too encouragin'.

Ralph, a glass of our worst
for my friend.

You tired, boy?

[Grundy grunts]

Store-bought whiskey!
Ain't got no kick.

She ain't too good to drink
with an old mule skinner.

Guess whatever women want,
you ain't got.

Yeah?

Watch.

Hey, I thought you didn't drink
with the customers.

That's right.

Well, what do you call
this old rummy?

- Rummy?
- He's a friend.

Well, that's all
I wanna be, honey.

Just a friend.

Why, you..

[bottle shatters]

You just made
a bad mistake, old man.

Don't.

Drop it.

'Drop it.'

[gun thuds]

You're a pushy one, ain't ya?

Well, you're still young,
maybe you'll learn.

Thanks for the drink, Polly.

[instrumental music]

Old man!

[gunshots]

Grundy!

Oh, Grundy.

[sobbing]

Well, somebody
get a doctor, hurry!

Polly, get me to Flagg.

It was a fair fight.

Fair fight?

He didn't have a chance!

Now, it's your turn, mister!

- Polly, put the gun down.
- No!

[gunshot]

I'll take that gun.

Come get it.

Thanks.

Anytime, marshal.

I believe in law and order.

Come on, I'll help you
get him to the jail.

Uh..

There was a razor.

[scoffs]

Oh, the hell with them.

[door thudding]

Jim! Grundy.

- Grundy, for the love of..
- They're all over town.

I thought I told you
to stay out of trouble.

I could have took him, Jim,
if he fought fair.

I could have took him.

Jim, I..

[Polly sobbing]

[dramatic music]

[glass shattering]

[sighs]

Jim, you're out-gunned.

There's nothing
you can do about it

short of taking on a dozen men

and getting yourself blasted
all the way to hell.

[sighs]
You got any bright ideas?

Going fishin' sure does take
the miseries out of a man.

[instrumental music]

[gate squeaking]

Gonna have to fix that
one of these days.

Once every fall
for ten years you've said that.

Yeah, I guess.

It's cold.

- Let's go on inside, huh?
- I'll be along.

You'll just catch your death
standing out here.

I'll be along, Mary.

Jim, I know what's going
through your mind.

But, please..

...don't do anything foolish.

He was my friend, Mary.

He died doing my job.

I know.

But..

...there are too many of them.

You'll just get
yourself killed, too.

Maybe, it should have happened
a long time ago.

Men like me
and McKay in there, we've..

...outlived our usefulness.

Why, that is just nonsense.

Why, you're as needed now
as you ever were.

Yeah, that's why
the town gave me that nice

shiny new watch yesterday.

Oh, I'm not just
talking about the town.

You're needed here.

I mean..

Billy needs you.

'You're the only father
he's ever known.'

And..

...I need you, too.

[instrumental music]

♪ Sweet are the slumbers ♪

♪ Of the virtuous man ♪♪

[humming]

- 'Randy?'
- Yeah.

(Carmel)
You're not gonna desert me,
are you?

Not after last night.

My dear, sweet Carmel..

You know, nothing on earth could
provide me with more pleasure

than spending
the entire day with you.

'Lolling idly..'

Partaking of your
bountiful fruits.

[giggles]

'But, consider this..'

Would our love be as magnificent
if it flourished

at the expense
of Progress' progress?

Oh.

'Could any man ask
for more than you?'

My sweet..

I think not.

[sighing]

You're so handsome.

I wanna tell the whole wide
world how wonderful you are.

Oh, no!

'I mean, uh, don't think
I don't appreciate'

your gesture, my flower,
but I don't need anyone

to blow my trumpet for me.

[Carmel giggling]

Besides, I think
it would prove prudent

if our mutual respect
remains a private affair.

Oh, by the way.

Uh, your husband, what time
was he expected to return?

[gasps]

[instrumental music]

Mayor! Mayor!

- Mayor!
- Hey, mayor!

We wanna see the killer.

Yeah, can we go to the jail
and see him?

Wait a minute. What..
What's all this killer talk?

We don't have
any killer in jail.

Oh, the heck there ain't!
You know he's there.

The one that shot the old man.

(boy ♪1)
'Uh, Grundy,
that's his name. Grundy.'

Yeah, that's the one.

We want to see the killer
that shot Grundy.

Well, I'll tell you what
I'll do, boys.

I'll go over
and talk to Marshal Boyle.

If he says it's alright,
then we can take a quick look.

I'll be right back.

We want to see him, mayor!
Or we ain't gonna vote for you!

[chuckling]
Little..

[horn honking]

Howard!

Howard.

[knocking]

Howard.

[horn honking]

[engine rumbling]

[dramatic music]

[horn honking]

[dramatic music]

- Good morning, Turk.
- Well, morning, mayor.

- The Express on time?
- Last I heard.

Say, Turk..

...you notice
anything funny going on?

No. No.

- Heard from your wife, mayor?
- Wife?

[chuckles]

(Sam)
'Think she's enjoying herself
back in St. Louis?'

[gun cocks]

Yes. Yes, fine. Just fine.

'Course, I haven't heard
when she's coming back.

See you around, Sam.

You done real good.

Now, just sit back and relax.

(Wilker)
'Mary!'

[knock on door]

'Mary.'

- 'Oh!'
- Mayor Wilker.

(Wilker)
'Yes. Where's Jim?'

- Oh, right in there.
- Thank you.

Jim boy, we're in trouble.

We are in big trouble.
Good morning.

What.. What's he doing here?

Well, what the hell
did you expect me to do?

You wouldn't let me lock him up.

Oh, you're right. You're right.

I was a fool not to listen,
a thickheaded fool.

But, look, that's,
that's water over the dam.

We can't cry over
spilled milk. Now, look.

The real problem is

what are we gonna do now?
They're all over town.

There's one holding a gun
on Turk down at the depot.

- What about your boy, Howard?
- He's gone! Disappeared!

Do they suspect
that you're onto them yet?

Yes, I think..
No, I don't think so, no.

Listen, Jim, we've got
to think of something.

- They're gonna rob the bank.
- Oh, no.

I don't think we have
to worry about the bank.

What are you saying?

The way I figure,
if they're bright

they'll have that money
long before it gets to the bank.

Brilliant. Jim boy,
that's brilliant.

Of course, they'll steal
the money en route. Of course.

Well, how does
knowing that help us?

It doesn't.

Well, we just can't let them
steal the money.

There's an election
coming up in two weeks.

We'll pass out guns,
arm the men.

And start a war?

You think those people
are gonna re-elect you

if half the town is massacred?

Ah, you're right, Jim boy,
you're right.

'This is gonna take
something special.'

Say, why don't you go up
on the roof and pick off a few?

That's something
special, alright.

That's special enough
to get Flagg's head blown off.

- You shut up, McKay.
- Wait a minute now, Jim boy.

Maybe Mr. McKay here has

something constructive
to contribute.

There's only one plan,
and it's as plain

as the nose on your face.

'You can't stop them
from getting the money'

'once the train gets into town.'

And since they're covering
the telegraph

you can't stop the train
from coming into town.

What you gotta do is stop
the train from stopping at town.

What? Stop the train from st...

The train just steams
right on through.

Fellas down at the depot
would be looking mighty foolish.

But the train will stop,
it always does!

Not if somebody boards it
and tells them not to.

Ooh. A tremendous idea.

That is bold, that is inventive,
it is audacious.

It's worthy of your
reputation, Mr. McKay.

- I am impressed.
- Well..

Well, that's the plan, Jim boy.

We, uh, ride out of town,
board the train

and just roar right on through.

- What do you mean "we?"
- Well, of course, I'm coming.

You don't think
I'd let an opportunity

like this slip by, do you?

I mean, have you any idea
what this can do for my career?

'Oh, I can see it now.'

Crisscrossing the country

delivering lectures
on law and order.

The need for positive action.

'Civic responsibility.'

Yes, I could write a book.

I could write a weekly column
syndicated all over the country.

The world.

You know, I could be governor.

Maybe even president.

President Randolph Wilker.

Oh, boy, there'd be
no stopping me.

- 'Mr. President.'
- Yes?

I should mention something
kind of important.

(Wilker)
'Please go ahead.'

If you're gonna pull this off

you're gonna have to board

a train at a dead run

and if you ain't careful...

- That means while it's moving?
- While it's moving.

If you ain't careful, you could
wind up like Dusty Boggs.

- Dusty Boggs?
- 'He boarded a train once.'

- Oh, what happened to him?
- I don't know.

All we found was a grease slick
along the cinder bed.

You make an excellent point,
Mr. McKay.

Yes, I should be more prudent.

I have a whole town
to worry about.

'If this was for my own safety,
there'd be no hesitation'

but, ah, I do have
a public trust.

Country's just lost a president.

Tell you what
you do, Mr. Mayor.

You go downtown,
circulate around

let yourself be seen,
and just don't let on

that you suspect anything.

Right, Jim boy.
What are you gonna do?

Board the train.

- 'Alone?'
- Alone.

Well, what about McKay here?
Why can't he go along?

Because he's one of them,
that's why!

(Mary)
Not anymore, he's not.

Isn't that right, Mr. McKay?

Yes, ma'am.

As of that old man, Grundy,
I ain't got no ties.

Like I said, I don't go
for unnecessary killin'.

Then you'll go together.

There.

Now shake.

Do I have your word this time?

You got it.

[train chugging]

[train whistle blowing]

[instrumental music]

♪ They're partners now
in a frantic chase ♪

♪ Determined looks
are upon each face ♪

♪ They ride through the trails
of the lonesome hills ♪

♪ And you know these men
are real men ♪

♪ Real men with iron wills ♪

♪ There's just one thought
runnin' through each brain ♪

♪ They won't give up
till they catch that train ♪

♪ They work and sweat
to pay a debt ♪

♪ To a most ungrateful town ♪

♪ They said that
Flagg's a clown ♪

♪ The folks who let
the marshal down ♪

[music continues]

Jump!

'Come on, you can make it!'

Come on.

Guess I'm a bit rusty.

- 'Throw up your hands!'
- Reach for the sky.

- We got you covered.
- Relax, fellas.

My name is James Flagg,
I'm the marshal of Progress.

Marshal, huh?
Let's see your badge.

I don't happen to have it
with me right now.

I know you.
You're Big John McKay.

'I was on the Missouri,
St. Paul, in '88'

when you and your outlaw gang
robbed us of 18,000.

Now, there is gonna be
a train robbery.

But we're not the ones
that are gonna pull it off.

You bet your boots you ain't!

One move and I'll splatter you
all over the rear of this car.

Lock 'em up, Bump.

We'll be in Progress before long

and then we can turn
these two varmints

over to the real marshal.

- Where'll I put them, Tick?
- Put them in the privy.

'It's a good place
for their kind.'

Alright, come on, move!

Move!

Just keep calm, folks.
Everything's well in hand.

Inside.

Imagine him remembering me
after all these years.

Bumper, you stay and guard 'em,
and watch them like a hawk.

Yes, sir.
Don't worry none about me.

[train whistle blowing]

[clock ticking]

Marshal.

Marshal Boyle!

- Is Marshal Boyle here?
- You got eyes, ain't you?

You're the hooligan
that killed

that old man last night,
aren't you?

What of it?

Well, hanging is too good
for the likes of you.

If I were a man,
I'd take you out

and give you a good thrashin'.

Weren't for that dress,
I'd think you were a man

'you ugly old wart.'

Oh! Oh!

- Oh!
- 'Ha-ha!'

Wart! Oh!

Ugly! Oh!

- Ugly old wart!
- 'Oh!'

[laughing]

[laughs]

Good citizen was just here
askin' for you.

Just figured you'd like to know
you haven't been forgot.

[laughing]

[train whistle blowing]

This damned thing
is smaller than I remember.

(McKay)
'Bridge! Bridge!'

Bridge! Bridge.

[whistle blowing]

- Morning.
- Morning.

[knocking]

[dramatic music]

[Jim whistling]

[pant rips]

[whistle blowing]

[music continues]

[music continues]

[gunshot]

I got the skinny one, Tick.

Come on, we'll head them
off up front.

- You hit?
- Hit, hell! I just slipped.

Come on, let's go.

Relax, folks,
nothing to worry about.

[clock ticking]

[telegraph machine clicks]

[gun cocks]

[telegraph machine clicking]

[whistle blowing]

[gunshots]

[gunshot]

[gunfire]

We got them, Bump.

Brake!

Ah.

[train chugging]

[clock ticking]

[drum roll]

[crowd chattering]

[band music]

[dog barking]

[clock ticking]

[music continues]

[engine rumbling]

[clanking]

[train whistle blowing]

Flooded.

[whistle blowing]

[clock ticking]

[music continues]

Harry, th-the train.

Doris, we are here.

The depot is there.

Trains stop at depots.

[train chugging]

[grunting]

[indistinct chatter]

Harry.

Harry. It doesn't seem
to be slowing down.

[thudding]

Are you sure, Harry?

Doris, please.

[thudding]

- Harry, it didn't stop.
- Hey!

[train whistle blowing]

[music continues]

Everybody! Hey!

Stop, stop! Stop!

Everybody!

Up in arms!

Up in arms, everybody!

They're gonna rob the train.

Follow that train.

- 'Everybody!'
- Tallyho!

[gunshot]

[horse neighing]

[engine rumbling]

[music continues]

[horns blaring]

[horns blaring]

[train whistle blowing]

[gunshots]

[bullets ricocheting]

Three no trump.

[gunshots]

(Wilker)
That's it, boys,
we're gaining on 'em.

[gunshots]

Four of hearts.

[gunshots]

They're the bad guys, not us!

And they're gaining on us!
Now, what can we do?

Wha.. Uh, get me down!
Get me down!

[instrumental music]

[gunshots]

[horn honking]

[music continues]

[bullet ricocheting]

[empty gun clicks]

[water gushing]

Hey, what the hell's he doing?

[laughing]

[laughing]

[horn honking]

[gunshots]

[train whistle blowing]

[instrumental music]

[gunshots]

Double

They're gonna attack us.

[gunshots]

[honking]

[music continues]

[honking]

[explosion]

Damn it! I quit!

Beats the hell out of me.

Jump!

[dramatic music]

[train whistle blowing]

[gunshots]

[explosion]

Redouble.

(male ♪6)
'Hey, dynamite! Dynamite!'

[explosion]

[music continues]

[bullet ricocheting]

[gunshots]

Let us get outta here!

Come on! The honor of Progress
is at stake.

'Come on, men! Come on.'

Forward.

[honking]

[music continues]

[train whistle blowing]

- Hey!
- Stop!

I think he's tryin'
to tell us something.

Stop! The bridge is out!

That's what he's tryin'
to tell us!

[tires screeching]

Oh! Oh, she's
running wild! Jump!

[dramatic music]

[crashing]

Hell of a way
to run a railroad.

[horse neighing]

[horses galloping]

Get them money out of there!

[fire crackling]

[gunshot]

Hurry it up!
We ain't got all day!

[gunshots]

[horses neighing]

See 'em?

Maybe we gotta get..

[gunshots]

(McKay)
'Should we join 'em?'

[gunfire]

Let's get the hell outta here.

[gunshots]

(McKay)
'Waco!'

[dramatic music]

You sure got style, McKay.

I'd say that much for you.

[gunshots]

[music continues]

[cars honking]

I thought I could beat him.

You beat him.

[honking]

[instrumental music]

Here! Jim boy, you did it!

And you, Mr. McKay.

I have never witnessed
a more splendid example

'of audacity and valor.'

This story will be told
and retold

around campfires by men
who still ad-admire courage

and-and daring..

- Yes, sir.
- Pardon me.

I'm David Cargo
of the New Mexico Press.

Oh, how do you do, sir?

Is there any truth
to the rumor

that you're thinking
of running for governor?

Governor?

Well, I, I must say

I never even thought
about state office, uh

the responsibilities
of mayor are awesome enough

but, uh, governor?

One can't be selfish.

I mean, if the country needs

I mean, the state needs me

I, uh, I've never been one

to say no to anyone in need.

For example, now, you, uh

you take, uh, Progress, uh..

Excuse me. Uh, you take
Progress, for example.

Now, I came here..

You know somethin'?

I do believe one day
that man could be President.

Yeah, he's amazin'.

There's no gettin' around it.

That's the real
20th century man.

Hey, that was quite a show
you guys put on.

Hey, look, Jim,
I don't pretend

to be half the man you are.

I doubt if I ever will be.

I'd-I'd appreciate it
if you'd take the badge, man.

No, you keep the badge, Howard.

I'm a retired man.

Yeah, but the town needs you.

Not anymore.

Now you'll do
just fine, Howard.

- Just one thing.
- What's that?

You have to learn to tell
the good guys from the bad guys.

[instrumental music]

- Catch that horse, McKay.
- Whoo.

Well, Flagg.

What the hell are you doin'?

I'm takin' you in, McKay.

Takin' me in?

I didn't promise

and I didn't give you my word.

The sun never set on the day
that James Flagg

broke his word
to friend or enemy.

Wait just a damn minute.

You get out of jail, you can
take that boy of yours fishing.

He'll be an old man
by the time I get out of jail!

Oh, I doubt that. Not after
the way you helped out today.

Come on, let's go.

Flagg, you ain't even
a marshal.

Now you know damn well
the first time

you turn your back,
I'm gonna clock you

over the head and run off.

♪ A man is young ♪

♪ Then a man grows old ♪

(McKay)
Flagg!

♪ His blood still warm ♪

♪ But his heart grows cold ♪

(McKay)
Wait!

♪ He's still the man he was ♪

♪ And the folks are proud
of everything ♪

♪ Everything the old man does ♪

(McKay)
Damn you, Flagg, listen to me.

♪ Marshal Flagg ♪

♪ Marshal Flagg ♪

♪ He doesn't boast ♪

♪ And he doesn't brag ♪

♪ Now younger folks ♪

♪ Aren't makin' jokes ♪

♪ They're cheerin'
for Marshal Flagg ♪

♪ Yes they're cheerin'
for Marshal Flagg ♪

♪ Cheerin' ♪

♪ For Marshal Flagg ♪♪