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[♪♪♪]

That's him.

All right,
let's pick him up.

I'm satisfied.
Well, I'm not.

Every guy that goes by
takes a look at that dame.

I'm talking about
the way she looked at him.

What if he crosses
the border?

All he has to do
is go through that gate.

Let him.

KING:
Once he steps over
that line,

he'll never stop.

He's gone for deep Mexico.
We'll lose him.

If that's him.

Listen, we know our man was
calling himself Shep in El Paso.

All you have to do is walk up
behind him and say, "Shep."

It'll be
something else here.

Going across the line?
Born in the United States?

Yep.

There he goes.

Now you've done it.

I'll go over and take
a look at this character.

Don't come
butting in again.

If you do, whatever you're
paying me, I'll walk.

I ain't kidding.
I'll phone you at the hotel.

I'll be waiting.

[♪♪♪]

Jim Carey's horse, huh?

Yeah.

He operating
down here?

Waiting for his mare to be
cleared through quarantine.

Oh.

You know Jim?

I've heard of him.

[GUITAR PLAYING
SOFT, SWEET SONG]

MAN:
♪ Now I want you

♪ Yes, I need you

♪ But I'm all packed up to go

♪ Oh, but, baby
If you love me ♪

♪ Now, you won't
Let me go ♪

Beer.

♪ Now it's true love
Yes, it's true love ♪

♪ And it never runs smooth
You know ♪

♪ But if your love
Is true love ♪

♪ Now, you won't
Let me go ♪

♪ If you don't say you love me

♪ I'm gonna walk
Right out your door ♪

♪ But I hope
That you'll stop me ♪

♪ And let me hear you
Call me darling once more ♪

♪ 'Cause I love you

♪ Yes, I love you

♪ And with all
My heart and soul ♪

♪ Oh, but, baby
If you love me ♪

♪ Now, you won't let me go

Pretty quiet, huh?

Sí.

Oh, there's a few
millionaires

playing penny ante
in the back room.

Two bits.

And the mare, she's by
Silverstick out of Wheat

and Wheat's by Runaway.

You can't beat
that blood.

Cards? Cards, Willy.

No good. I'm out.

You sound like
you got that foal

entered at
Santa Anita already.

Nah.
JOHNNY: Three.

The nearest I've come to racing
is scraping up expenses

with a quarter horse
match or two.

I'll take one.

But I sure wouldn't mind raising
a real stake horse at that.

Sit down if you want to.

You only need
a couple of bucks.

All right.

I can write it down
if you'd sooner.

Just put down Shep.

Shep? Okay. Two bucks.

Like I was saying, there was
five wagons in that train,

and they headed right into
them Walking Hills.

That's a shortcut, see,

right through
them sand dunes out there.

When was that?

About a hundred years ago.
And they never came out.

Making slow time,
ain't they?

Game open?
Sure.

Uh-oh. Can't change that.

I'll write it down.

I'll write it myself.
Name's Frazee.

Okay. Two bucks.

Howdy.

Have I seen you
someplace?

Have you? Have you
been to Denver maybe?

Maybe.

You see, them wagons
was a gold shipment

coming up out of Mexico.

Will you deal, Willy?

Hey, Shep,
see that babe?

Know who
she looks like?

What babe?

Oh, you mean the one
on the cake of ice?

Say!

That is ice.
I never noticed that was ice.

Just put in for me,
will you, bud?

Holy cow. I wonder how
she does that without freezing.

Forty years
I've been prospecting,

looking for a strike.

Forty years I've been
clawing up and down

every mountain range
in the Southwest

like a cat in desperation.

I guess I should have been
looking for them wagons.

Why?

Why?

Because there was $5 million
in gold in them,

already dug out of the ground.

Bars of it in sacks.

Is that so?

Them wagons was guarded.

That gold was seen
being put in. 1852.

I suppose
you was there.

It's a matter of record.

Look, Willy,
everybody around here

has heard about that wagon train
a hundred times.

It's been hunted
two hundred times.

How about having a gander
at your hand, huh?

I guess I'll never see
them Walking Hills again.

Guess all that prospecting

has knocked my brains
out more or less.

I pass.

More or less, he says.
He ups it a quarter.

I'm in.

Never seen a tomato needed
a seat cushion so bad.

WILLY: Them wagons shortcutted
right through them sand dunes.

Them hills sure is
a menace all right.

Coming through there
the other day,

my pony caught on
an old wagon wheel.

Threw me right on my head.

Let's see,
I'll take two.

Coming back with
them nags of yours, Jim,

I fell over another,
right in the same place.

If I hadn't caught my pony,
I'd be walking yet.

CHALK: Three here.

Old wagon wheels, huh?

Yeah, little ones.

Not like them big-wheeled
borax wagons

or them wide-tired kinds
you'd use in the desert.

The skinny, narrow kind.
Funny, huh?

Four bits.

Wh-what's the matter?

I always said,
"The sand took them,

the sand will yield them up."

When did this happen, Johnny?

Like I said, just the other day.
Why? What's the matter?

I guess I don't
feel so good.

Sit still, Willy.

Think you could find your way
back to those wagons?

JOHNNY:
Oh, yeah, I suppose so.

Hey, you,
where are you going?

Oh, just cleaning up,
just sweeping.

Well, just sweep
over here.

Better close that door.
Tight.

FRAZEE:
And that bar-slide.

Hey, what's the matter with you
guys? Did I pull something?

I guess you didn't
know what you found.

I guess your mind's
on quick-frozen squaws.

Huh?

Didn't you think
it'd be a long time ago

anybody would go into sand
with the kind of tire you found?

WILLY:
A hundred years ago,

that's the kind of tires
them wagons had.

How many millions did you say
was in that wagon train?

How far is this place?

In the United States,
about 30 miles.

I never took much stock
in that old story.

But it could be. We'll have
to take a look, all of us.

If you're looking at me,

I've turned down
a few things in my life

but I've never turned down
a million bucks.

You wanna
say something?

Let it go.

How are we getting
across the border?

We'll go through the gate,
ease through, one by one.

No, over there, a bunch
like this sashaying out

with a pack train
would cause quite a stir.

We're leaving from here
late tonight,

cross the line
in the desert.

That's better.

Suppose the border patrol
picks us up.

We'll say we got lost.

Gee, I don't know.

What's the matter, you afraid
to go into the States?

Oh, no. No, of course not.

Listen, I ain't going no place
to shovel no sand.

Shut up.

You know what
would happen

if I was found
with even $100?

I'd wind up in the jug.
I said shut up.

I got a mare in foal
out there to take care of.

I'm not leaving her.

Hey, wait a minute.

And my handler, Cleve,
goes too.

We ain't bringing any
belly-dragging mare along

or cutting anyone else
in either.

I'm just telling you what
I'll do and what I won't do.

Well, I ain't in foal. You guys
cut the cards for my million.

You was told
to stay here.

You better stay.

If we let you out of here,

there'll be a thousand men
in those dunes before morning.

I ain't gonna
say anything.

I know you ain't.

Same goes for
you too, mister.

If I decide to walk out
of this room, I'll walk out.

Make a list of
the things we need.

[WHISPERING]
Listen, a guy here

might be working on something
for a long time, see.

If we go into the Walking Hills,
he'll have to drop all that.

Think he might?

For a million bucks,
are you kidding?

What about food and water?

You messed up
a pretty good hand, kid.

[♪♪♪]

FRAZEE:
How are we doing, kid?

JOHNNY: Oh, just down
the wash a piece.

Which way would you say them
mountains is leaning, Josh?

I'd say they were
leaning straight up.

[WILLY LAUGHS]

JOHNNY: We're coming out
into the desert.

FRAZEE:
What is this stuff?

JIM:
It's clay. Dried-up lake bed.

FRAZEE:
It's sure getting hot.

Well, there they be,

the Walking Hills.

But you ain't
really seen it yet.

You ain't seen it all.
Can't from here.

You can't see how them hills
lean and crawl and swell

like they was alive.

JIM:
Which way do we go, Johnny?

Well, I believe I sort of
bore off like this.

[♪♪♪]

FRAZEE: I thought you knew
where you were going.

JOHNNY: The stuff
must have moved again.

It's all messed around.

Of course it moved again.
It moves all the time.

Didn't you take
any sightings?

Why should he take sightings
of a place he fell off a horse?

So he could build
a monument or something?

JOHNNY:
Think I'll go up on that crest

and sort of
take a look around.

What's the matter
with that Indian?

I don't know. Unless
the mare's in trouble.

That mare's held us up
all day.

She'll hold us up more if it's
a question of losing a foal.

Any trouble, Cleve?

I don't like this, Jim.

These people,
they don't want me here.

I'd better take the mare
and go back.

Throw away
your million, huh?

I don't care about
no million, Jim.

What's in here
you don't like?

Oh, nothing to do
with you, Jim.

Get this, Cleve. These people
won't let you go back.

I don't know
if they can stop me.

If they can't stop you,
then I'll have to try.

You mean that, Jim?

All right.

FRAZEE: I might have known
you'd get lost!

Hey! Hey, look at this.

FRAZEE:
Well, what of it?

JOHNNY: Aw, that ain't nothing.
Just an old cow skull.

JIM:
That's an ox skull.

FRAZEE:
An ox skull?

We're looking for
an ox train, you dope.

Now, get those shovels.

Get the pack horses
out of the way.

WILLY:
I knew it. I told you.

Look how the sun and wind's
worn that skull.

That's part of an ox train

helped drag them wagons in here
a hundred years ago.

JOHNNY: I knew I could come to
it. You've gotta have instinct.

No landmarks, see? Nothing but
sand all messed around.

You've gotta have instinct.

FRAZEE:
Don't talk so much and dig.

WILLY:
Give me that shovel.

Let's get
the stock together.

Jim.

All right, which one of you
is she looking for?

Somebody blabbed, I know that.
Who was it?

I found my way here myself.

Then you can turn around
and find your way back.

I know what you're looking for.
I know you think it's here.

Go ahead, run me out,

if you want me to go back
and sing my head off.

I'm cutting myself into this.
Anybody mind?

BIBBS:
She's got you there.

You did this, you dumb punk.

CHRIS: You leave him alone.
You blabbed your brains out.

I thought I told you to--
Lay off, Frazee.

There's no use shooting
your mouth off about it.

She's here,
she's going to stay.

You cut that Indian
in on us.

You don't think you're gonna
get the girl in too?

What can we do?

Run her back
where she came from.

And another thing, you've been
having an awful lot to say

about what's going on
around here.

Since when were you
made boss of this outfit?

This punk kid
friend of yours is--

Well, that's one way
to settle an argument.

I ran out of words.

WILLY:
Hey! Hey, look!

Look, I found it!
I got it! I found it!

I knew
it was there.

Hey! Look! An old chain.

An old chain!
Dig! Dig!

It's an ox yoke.
See? See?

Dig it up.

Look!
Look how smooth.

Them weren't strays!

That was an ox team that
pulled them wagons in here.

FRAZEE:
Come on. Dig.

WILLY:
Look here.

FRAZEE:
Shep, come on! Dig!

WILLY:
Look how it's worn.

That's been here
a long time.

Pick up those mules
before they wander off.

Thanks, Jim.

You don't need
to thank me, Chris.

You don't ever forgive
anything, do you?

Anything but one.

[♪♪♪]

JIM: Well, you see
what you're up against.

BIBBS: Bet you that skull
was nothing but a stray.

FRAZEE: We found
the oxbow, didn't we?

Well, yes, but I doubt
if we can get much for it.

Tomorrow we'll dig
different, spread out,

each man in his own trench
like the spokes of a wheel,

till we find a sign.

Let's get
something to eat.

Fine. Cleve and I will
water the horses.

Where's the nearest
seep, Johnny?

Oh, about
4 miles east.

Rig up a feed line for
the stock, will you, Shep?

What kind of a cook
are you, Bibbs?

You can always try
the place across the street.

Having a good
time, Davey?

Do you have to
call me that?

Nobody heard me.

Why don't you
tell him?

Who, Jim? Oh, he'll
find out soon enough.

Unless you can
get out of here.

Been thinking about that
all day, haven't you, Davey?

You won't get away.
They watch you too close.

It's not Jim
I'm worried about.

Oh, it isn't?
That's a good one.

You don't know
Jim like I do.

Listen, I don't believe
that fairy tale

about the gold
in the wagons.

I didn't come up
here for that.

I came because Jim's
gonna get wise to you

and there's gonna be something
I wouldn't want to miss.

I don't blame you,
Chris,

if that's what
you want to see.

I just wanted you
to know, Davey.

I mean Shep.

All right. I know.

♪ Baby, baby

♪ See what you've done, done

♪ Baby, baby, baby

♪ See what you've done, done

♪ Caused me to love you

♪ Now your man's done come

♪ Well, I laid right down

♪ Tried to take my rest

♪ Lord, I laid right down

♪ Tried to take my rest

♪ But my mind kept rambling

♪ Like wild geese in the west

♪ Just as sure as the birds

♪ Fly in the skies above

♪ Just as sure as the birds

♪ Fly in the skies above

♪ Life ain't worth living

♪ If you ain't with
The gal you love ♪

♪ But the sun's

♪ Gonna shine in
My back door some day ♪

♪ Lord, Lord, Lord

♪ Sun's gonna shine in

♪ My back door some day

♪ And the wind's
Gonna rise, baby ♪

♪ And blow my blues

♪ All away

How are you getting
along, Christy?

All right.

Thanks, Jim.

Quite a mob
we got.

What do you think
of this fellow Shep?

BIBBS:
New way for the beans tonight.

Some cheese
fried in with the sand.

Uh, Christy.

Stick pretty close to Johnny
in case something blows.

I wouldn't like to see
you get into trouble.

I, uh--

I've done a lot of thinking
about what it would be like--

I mean, being
around you again.

What's it like?

I'm wondering if I haven't
thrown something away

I'll get to want later.

JOSH: ♪ Grab your shovels
Hah ♪

♪ Dig a hole in the sand
Hah ♪

♪ Pick up your shovel

♪ Shovel sand
Like a natural man ♪

♪ Like a natural man
Hah ♪

♪ Natural man
Hah ♪

♪ July the red bug
Hah ♪

♪ July the fly
Hah ♪

♪ This ain't a hot place

♪ Hot place I hope I'll die

♪ Ow, I hope I'll die

♪ Hope I'll die
Hah ♪

♪ Water boy

♪ Oh, water boy
Hah hah ♪

♪ Getting kind of thirsty

♪ Oh, bring that water

♪ Set that bucket down

♪ Hah

♪ Payday tomorrow

♪ How do I know?
Hah ♪

♪ Captain told the water boy

♪ The water boy told me so

♪ Well, he told me so

♪ He told me so

I'm taking over
lookout.

♪ Told me soHah

♪ Well, he told me so
Hah ♪

♪ Dominecker rooster

♪ And a bowlegged hen

♪ I ain't seen my baby

♪ Lord, since
I don't know when ♪

♪ Since I don't know when

Hey, kid!
I'll take over.

♪ Hah

♪ I ain't seen my baby

♪ Lord since
I don't know when ♪

♪ Since I don't know when
Hah ♪

♪ Since I don't know when

It's all yours!

I don't suppose
it's any use to--

No.

I guess I know
how you feel.

I feel okay.

I mean how you
feel about Denver.

No, you don't.

Kind of thought
you'd go back to Jim.

I wrote him a note,
as I said I would,

told him what
I was going to do.

Then after Denver,

I came back around here
where he was, all right.

I don't think there
can be any making up.

Not with Jim
the way he is.

I'm sorry, Chris.

You don't know
what it's like.

You're wrong there.

I went to Denver
walking on air.

I was the happiest girl
in the world, I suppose.

Because I was
in love with you.

I loved you.

It seems unbelievable now,
but I remember it,

right from
the very first day.

You looked so silly. You were
making such a fool of yourself.

But I liked you.

I remember you were bragging

about the ride
you were going to make.

And, oh, brother,
you were really something.

The name of that horse
is Pain-Killer.

He killed a man
named Payne.

Been out seven times,
but never been rode.

Well, he's rode now.

He'll be rabbit-sized
when I get through with him.

Put it in the last hole.

[MEN SHOUTING]

MAN:
Whoo!

[ALL CHEERING, WHOOPING]

CHRIS: Two jumps and a whop
right on your head.

It killed me.

I never laughed
so hard in my life.

[LAUGHS]

Try it yourself,
trick rider.

You were so mad,
you went away in a huff

and I thought you missed it,
because I did try it myself.

I'd ridden buckers before,
though not the contest horses.

[CHEERING]

I started out all right.

But you think you hit hard?

[ALL WHOOPING]

[♪♪♪]

Hey, Christy.
What you doing?

CHRIS:
Oh, drop dead.

Oh, I'm Dave Wilson,
the self-dumping bronc rider.

No fooling.Yeah.

Hey, I heard you made
a swell ride today at the--

Yeah, until I went
bang on my puss.

Now, get lost,
will you?

Well, uh, we can have
a cigarette, anyway.

[♪♪♪]

Oh, brother!

It really looks like
you fell off your broom.

All right, so it's your turn.
You've had your laugh.

Now scram.

Oh, come on now,
Christy.

You're missing
the dance.

Oh, shucks, it wouldn't be
any fun over there.

Not with you over here.

All week I'd beaten off cowboys
with a short club.

And after I was all smeared up,

you were the only one
who came around.

And there were other days
we spent together.

The longer I knew you,
the better I liked you.

Remember when I went back
after my things?

I knew by then I didn't want
to ride exhibition any more.

I didn't care.

Because you were
going to do all that.

Jim was still out on
the circuit, racing his horses.

A note is a pretty tough way

to tell a fella
you're standing him up.

But it was all I could do.

I bought stuff, spent every
cent on the silliest things,

things I hoped would
look pretty to you.

Then I was standing in Denver.

All that junk was in
the suitcase beside me

as I stood in the street
waiting for you,

watching it rain lilacs.

Then it began
to rain just rain.

And finally,
it began raining bricks.

But after a long time,
the rain was gone.

So was everything else.

I didn't know where
to go or what to do.

I couldn't think.

Then I tried to think.

I tried to think what
could have happened to you.

I phoned all the hospitals,

I waited for a letter from you,
any kind of word,

for a long time.

It never came to you
there might have been a reason?

A reason?

CHRIS:
What is that?

SHEP:
I don't know.

BIBBS:
Let's get chow.

I'll get some started.

JIM:
I suppose all of you saw it.

WILLY:
Them flashes?

JOSH: It could have been
the windshield on a car.

WILLY: There ain't no road
that high on them buttes.

BIBBS: Could be somebody
washing a shiny dishpan.

JIM:
In code?

Was them flashes in code, Jim?
JIM: Yep.

FRAZEE:
Anybody read it?

It was
a heliograph.

Heliograph?

Geronimo used to signal
with a heliograph.

That's it.
It was Geronimo, natch.

JOHNNY: He's dead.
Oh.

BIBBS: Could be the Army.
They're always promoting around.

JIM:
Thanks, Cleve.

It could have been,
but it wasn't.

Which one of you
answered it?

FRAZEE:
Why, Jim?

I saw a spot of light

nick the top
of that next dune.

It couldn't have
meant anything

but an answering flash
right from here.

FRAZEE: What would be
the sense of that?

I'd just like
to ask that question

to the guy who's answered
those signals.

All right, then, who?

You were
the lookout, Frazee.

I, uh--

Maybe I--

There's
something--

What's the matter,
Johnny?

I hate to say this,
but maybe I ought to.

One of us here--
I saw a guy--

He has a mirror.

You mean this?

Well, I can prove that I--

Nope. Can't prove
a doggone thing.

This thing
won't send anything.

If anybody
thinks it will...

it won't anymore.

BIBBS:
He's got something there.

This is just a sample
of the way you guys function.

Messing around,
fooling with your luck.

Scraping up trouble
at the least excuse.

Well,
I thought that--

I don't care
what you thought.

We may be within a few feet
of the jackpot right now.

Stuff like this could
put it a million miles away.

Your eyes could have
fooled you, Jim.

Desert's full of
tricks like that.

I can be wrong.

Jim. Will you come over
to the mare?

Why?
What's the matter?

I want to show
you something.

Whoa.

What do you want to
see me about, Cleve?

That was Frazee
who answered those signals.

Yeah. Anybody
could guess that.

This is what
I wanted you to see.

Oh. A finger bone,
all polished down by the sand.

Yes, Jim.

Where'd you get this?

Near your trench,

where you threw it out
with a shovel of sand.

Well, we all knew there were
people with the wagons.

No, Jim. This bone is less
than 20 years dead in the sand.

Why do you say that?

A long time ago,

you could make big money

smuggling Chinese
in from Mexico

to beat the immigration law.

You tried that, huh?

I had five with me.

And I was trapped and cut off
in these Walking Hills.

I had to get rid of the evidence
the only way I could.

This is part
of one of them.

Because they are here, under
this sand we're standing on now.

Who knows about that?

I think Frazee
is a government man.

Those signals, that was Frazee
talking to his people.

I suppose the Secret Service

has been sitting
on that butte there 20 years,

waiting for you
to come back.

Government don't forget.

Look, Cleve,
it won't help anything

for you to lam
with the horses

and leave eight people
on my hands and no water.

So forget it.

[CHUCKLING]

What's so funny?

Them clouds.

What's the matter
with them?

Mighty uneasy,
mighty uneasy.

Looks like it could
come up a blow.

A sandstorm?

And again, maybe not.

CHALK: How soon
would you say it would hit?

I didn't say.

How long
will it last?

It's hard to tell.

Looks mighty uneasy.

SHEP: What you're saying is we
might get a storm, we might not.

But you don't know when
or how long, if at all.

Is that right?
Yup.

BIBBS:
Ain't he uncanny?

You'll think so if one of
them storms boils over you.

[CHUCKLES]

Thanks, Bibbs.

What are you doing
with that?

I ate with it.

Now I'm putting it back.

Never seen anybody
carry a knife there before.

Well, you've seen it now.

FRAZEE: What happened
to your storm?

Yeah, it's a clear night
all right.

That ain't got
nothing to do with it.

Don't count on anything
right this minute.

Gotta puff up first
and then...go away.

Then it'll blow some more
and go away again.

Then, one day, even
when the sun's the brightest,

it'll puff up
and it'll just keep going.

Then look out!

Oh, you and your storms!

I'd rather hear Josh sing.

Come to think of it,
I would too.

[PLAYING ELEGANT,
BITTERSWEET SONG]

♪ I gave my love a cherry

♪ That had no stone

♪ I gave my love a chicken

♪ That had no bone

♪ I told my love a story

♪ That had no end

♪ I gave

♪ My love a baby

♪ With no cryin'

♪ How can there be a cherry

♪ That has no stone?

♪ How can there be a chicken

♪ That has no bone?

♪ Whoever heard a story

♪ That never ends?

♪ How can

♪ There be a baby

♪ With no cryin'?

♪ Well, a cherry
When it's bloomin' ♪

♪ It has no stone

♪ A chicken
When it's pippin'... ♪

Jim?

No. I'm sorry.

♪ And the story of
"I love you" ♪

♪ Will never end

♪ A baby

♪ When it's sleepin'

♪ There's no

♪ Cryin'

I shouldn't have
come up here.

I thought I wanted to see you
get caught up with, but...

I don't, Davey.

Now there's no way
to put it off or stop it.

It doesn't matter, Christy.

I'm wanted for murder.

Frazee's a cop.

Does he know who you are?

He knows. He tied on
to me in Mexicali.

Davey, why
didn't you tell me?

I got into Denver
the night before you did.

You think you were
walking on air?

I never felt so lucky
in my life.

So I was promoting around.

I fell into a poker game.

This was in a hotel, in the
room of a jerk, name of King.

He busted everybody
out of the game but me.

But even when I was
down to my last buck,

I never doubted for a second
I was gonna win.

We played showdown
for the last hand.

All the money in the place
was on the table,

except for a few chips
of my own.

Must have been $1000
right there in the middle.

And I did win.

I saw you
second-card that jack.

[LAUGHS]

The beefing of the losers
is music to my ears.

[LAUGHS]

That bottle's empty.

Yeah, I know.

I could see that the guy
was aching to kill me.

I thought I could see a bulge
under his left arm

where some guys carry a gun.

I told myself,

"If he reaches inside his coat,
I gotta move for my life."

The guy was dead.

Self-defense, huh?

Only with a hole in it,

because there wasn't any gun
under the guy's coat,

only a bottle, busted.

Went right through his heart.

Heh. A joke, see?

I killed a guy
for reaching for a drink.

I was gonna get
the cops up there.

I started out, but now
something else happened.

Going someplace?

Who are you?

I'm the house dick,
that's all.

I was gonna overlook that game
you guys were running,

but next you had
to wreck the dump.

I was just coming
to get you.

Oh, that accounts for
the hurry you were in, huh?

Let's go back.

Well, uh, nobody's in there.

Everybody's
gone home but me.

Busting up the joint
all by yourself, huh?

Let's have a look.

[♪♪♪]

I knew my mistake
as soon as I hit the alley.

Even then,
I should have gone back.

I see that now,
but I didn't see it then.

I ran.

There wasn't a prayer
of trying to get to you.

I made it out of town
and went on the lam.

Well, finally,
the police lost interest.

But then the guy's old man

hired private dicks
to keep up the hunt.

And they never gave up.

Not for a single day.

You shouldn't have run.

Yeah, but I did.

I lost my head,

just for a minute,
just a fraction of a second,

but it sewed me up.

Oh, Davey.

What is it?

[GUNSHOT ECHOES]

What is this, Frazee?

He nearly got me.
It's Johnny!

The kid's as strong as a bull.
CHRIS: Is he hurt badly?

SHEP: He doesn't seem
to be bleeding much.

Better get him
out of this ditch.

Find Jim. Get a blanket
and first aid kit.

SHEP:
This is close enough to camp.

WILLY:
Put him down easy.

Your gun, huh?

I couldn't sleep,
so I'm out moving sand around.

All of a sudden the kid jumps on
my back and starts choking me.

I didn't know who it was.

JIM:
But you plugged him.

I only creased him. I had to.

I couldn't get him loose.

JOHNNY:
Jim? Jim, that you?

Help me up.

Take it easy, Johnny.

I caught him
burying something.

I thought he'd killed somebody
or something, so I--

I jumped him.

You did right, Johnny.

Straighten my legs,
will you, Jim?

Why, your legs
are straight.

Can you hear me, Johnny?

[WHISPERING]
His back's broken.

That's why he doesn't know where
his legs are.

CHRIS: We've got to get
a doctor.

He'll be dead
before we get one.

If you've killed this boy,

keep that gun handy.

Yeah.

I'll keep it handy.

We can't move him,

so let's rig up
a shelter of some kind.

[♪♪♪]

Couldn't be that's what you were
burying last night, could it?

Better let me answer it.
Why?

First time I don't
answer those signals,

there'll be a posse
down here the same day.

Yeah? I thought you
might be a cop, Frazee.

I handle two-bit stickup jobs
and cow thieves,

but not this time.

This time it's murder.

The man I'm working for

is sitting up there
in those buttes right now.

These signals are the only thing

that's keeping him
off your neck.

This killer you're after,

if this guy was here
and you took him in--

He'd hang by the neck
until dead.

Get it?

Before he hanged
this guy,

he'd talk, wouldn't he,
about these wagons?

He'd talk $5 million
right up the spout.

Did you ever
think about that?

Yeah. Yeah,
I thought about that.

The guy I'm looking for
isn't here.

I made a mistake, see?
Followed the wrong guy.

Then what's your boss
still hanging around for?

Well, the old fool
doesn't believe me.

He's got the strange idea
that his man is right here.

Can you imagine that?

It couldn't be that you just
kind of lost interest in the man

when the million came up?

Could be. Why?

No reason.

So what can I do
but stall him?

If he comes down here and
busts up our gang, we're dead.

What if we cut him in?

The guy up there is the father
of the murdered man.

You can't buy him off.

What do you want to do?

Go on like we have been.
Stall him.

Get our hands on the gold
before something busts.

BIBBS: There's Willy's answer.
Right back to the shovels.

[♪♪♪]

All right. Go ahead, answer it.

But just remember, I can read
what you're sending.

That's a lie.

But you'd better
take a chance anyhow.

Okay, we're taking it.

He wants me
to call him again tomorrow.

What was that?
Just signing off.

Hey.

Hey!

Hey, look!

It's stuck down there.

BIBBS: It's hooked
onto something.

It's hooked onto a wagon.

That's the rib of a wagon.

Get the shovels.

Jim, Johnny's conscious.
He wants to talk to you.

I'm here, Johnny.

There's something
I gotta tell you, Jim.

I'm the guy
Frazee's after.

Oh, no, Johnny.
You're kidding yourself.

No, I'm not. You knew
I was on the lam.

Yeah.

I suppose I did.

A guy like you doesn't know
what it's like,

always watching behind you,
always... Always running.

It wouldn't be so bad
if I was sure they'd hang me.

But if they box me up
inside those stone walls--

I'd rather be
under the sand.

We'll get you a doc.

But the doc, he's gotta
report a gunshot wound.

I never should have
come over the line.

Don't let anybody else send
for one. You gotta stop them!

I'll stop them.

Somehow.

I'll have Cleve hide the horses
up in the buttes.

Nobody can get out of here
without a horse.

You're a good guy, Jim.

Uh, Jim.

You wouldn't say anything,
like, to Chris, would you?

No. I'll clam up.

WILLY:
Hey, look! We found one.

JIM: Yeah.

It's an old wheel, all right.
Handmade, all of it.

This is the seat.
The bed lies this way.

FRAZEE: We're in, fellas.
Let's bend on these shovels.

Jim, what about Johnny?

What's this?
We have to get him a doctor.

Get it out of your head. There's
a million bucks apiece here.

We don't want any doc
to tell it to the world.

You did this to him.
How can you stand there--?

The kid was trying
to kill me!

Isn't anyone
going to say anything?

Jim?
Frazee is right.

Johnny's a goner.
There's nothing we can do.

Well, there's something
I can do about it!

I'm gonna get a horse!

You're not going anywhere.

JIM:
Stop this!

Shep isn't going anywhere
any more than you are,

because if he tries,
we'll knock him over.

Better come look
at the mare, Jim.

I'm beginning
to understand you now.

The mare first, the money second
and Johnny no place.

You let that boy die, you're
all murderers, every one of you.

[WIND WHISTLING]

The weather
sure looks bad.

If I ever seen
a storm come up--

Now listen, I don't want you
to be worrying yourself.

If you have to run for it,
I'd better wait here.

I don't mind if only--

Nobody's gonna run,
Johnny.

Now, you do what Jim says.
He'll know when it's time to go.

There's a great guy, Chris.

Best guy in the world.

I guess you know how
he feels about you, huh?

Yeah, sure.
I know, fella.

Johnny, you moved your legs!

I shouldn't?

Did you know
you could do that?

I don't know. I'm--

Lie still.
I'll be right back.

Johnny's back isn't broken.
He moved his legs.

FRAZEE:
Beat it, will you?

Shep, did you hear me?

Yeah, I heard you.

Do we have to go through this
every five minutes?

FRAZEE:
Beat it, will you?

Jim!

Jim!

Whoa, girl.
Steady there.

Jim! Jim, please!
Please help--

[MARE SCREAMS]

Please, Jim, Johnny's better. We
can help him. We can move him.

Please, come with--
You want to kill her?

Whoa, girl. Whoa.

Well, I guess
she's all right.

At least she's up now.
That's a good thing.

You can kill a mare in labor,
spooking her that way,

you know that?

If Johnny's dying,
it's from lack of help.

His back's not broken,
he moved his legs.

That kid worships you.

The last word he'll ever speak
will probably be your name.

There's no way
to do anything now.

Cleve's taken the horses
to water.

Well, he's never taken them
this early before!

Well, he did this time.

Get out of the way.

Hey, take it easy.

This only shows us one thing:

the gold wasn't spread out
through the whole train.

If it was,
some bars would be here.

It's all in one wagon,
all of it.

Yeah, this is only
the first wagon.

We found the rib
of the second one here.

The train goes this way.

If we do find the right wagon,
we'll have it all at once.

Yeah.

Hey, that wind's coming up.

Let's keep digging tonight.
It'll be cooler anyway.

That gold may be right here,
a few feet.

Or clear under the dune.

Ten thousand tons.

Well, we don't know that yet.
Come on, dig in.

We'll work a couple of hours
before chow.

Then with some hot food
in your stomachs,

you'll see how millionaires
look at things.

This food ain't good enough.
Ain't tasty.

Not for a man
as rich as I am.

After this, I'm gonna
start with oysters.

Then I'm gonna have me
some breasts of partridge

with tomato ketchup on them.

And after that,
I'm gonna have me--

Ah, shut up!

Shut up, yourself!

If you guys did less gabbing
and more digging,

we'd be getting someplace.

Will you stop that?

Somebody tell Jim

to have that Indian
hold the horses here tonight.

They don't have to go to water
every five minutes.

He left a long time ago.
Been gone since 4:00.

Since 4:00?

That's right.

What's the idea?

How do I know?

Maybe the stock was thirsty.

When is he coming back?

Remind me to ask him
when I see him.

Get that stuff down and
let's get back on the shovels.

Where you going?

No place.
Just getting out of your way.

Stick around for a minute.
I want to talk to you.

What a treat.

I already tried to tell you
I'm sorry I whopped you.

It doesn't make
any difference.

Maybe it doesn't.

A man who'd stand back and let
a woman kill a foaling mare

just to humor a fit
of the screaming meemies,

he wouldn't be any good
to anybody, to her least of all.

That's one more thing
on top of everything else

that doesn't matter.

On top--

Wait a minute.

It was you
that walked out on me.

Or have you forgotten?

I wasn't even thinking of that.

No?

All I can remember about you
is that you failed Johnny.

Nobody could ever forgive that,
not for a million bucks.

Or a billion.

Oh, sure,
I quit him for the money.

You can't see your way clear
to save him, can you?

No.

First chance I've had
to get away from those guys.

What did you expect me
to do about Johnny

with Chalk and Frazee there?

I move,
they knock me off.

I'm sorry.
I should've had more sense.

I hid a saddle
behind one of the dunes.

When Cleve gets in with the
horses, I think I can steal one.

Will you give me a tip-off
when you see him coming?

From the lookout?
Yeah, I'll give you a sign.

Where will you go?

All I have to do

is make the main highway
and flag down a car.

I'll have the sheriff's squad
here by noon.

I mean where will
you go after that?

You'll have plenty of time
to make the border.

Is that what
you want me to do?

Sure. It's what you planned
before, isn't it?

I'll watch
for your signal.

Shep, I could meet you
in Monterrey.

Make it San Juan,
then Sonora.

Johnny.

Look, Johnny.

Can you see him?

Well, can't you
even see him?

Oh, yeah. Yeah.

Ah, isn't he wonderful?

Look at the short cannons
he's got.

He's-- He's a beauty.

I know what you're thinking.

I can't be packed.

Jim, you know something?
That don't matter.

You've got to take care
of Chris.

Sure, I'll keep an eye on her.

Will you promise
to leave me and take--

Holy smoke, Johnny, do I
have to make a foolish promise

every time I turn around?

Give me credit for some sense
of my own, will you?

Junk. Nothing but junk.

Leather, chains, clothes,
shoes, a stove!

Nothing but junk.

You fellas remember me
telling you

about how that wind
would puff up and then go away?

Then, one day, when the sun
was shining the brightest,

it'd puff up and keep on going

and then watch out.

You still gabbing
about that storm?

Anybody notice
them mountains lately?

What's the matter
with the mountains?

Ain't any.

Just a wall of sand.

You won't have to ask me anymore
about where my storm is, Frazee.

It's practically on your back.

BIBBS:
I saw a sedan that got caught
in the edge of a sandstorm once.

All the glass was ground white
on the wind side.

You couldn't see through it
at all.

Every speck of paint
was scoured off.

Nothing but metal,

polished bright as any chrome
you ever seen.

What's that dame
doing up there?

Watching for
the horses.

Damn horses
better get here pretty soon.

We ought to be
taking out of here right now.

Nobody's leaving here,
not this close to the jackpot.

When that storm hits,
it'll cover the whole smear.

Do you think with
any sightings in the world

we'd find this again?

We got no horses anyway.

I'll kill the first man
that tries to leave here.

Understand?

All right.
Get back on those shovels.

It's a bare chance we can get
one more wagon before she hits.

We're out of water.
I'm gonna get some.

Is he still alive?

That's about all you can say
for any of us right now.

We're never gonna
get any horses.

Cleve's taken off
with them.

All we got left is Jim's mare,
and she's no good to us.

I know where
the horses are.

CHRIS: It's okay, kid.
Everything's gonna be all right.

Wait a minute.

Cleve's got them hid out
in the buttes.

He'll bring them in
if Jim signals him to.

This might be right.

He done it for me.

All this time

you've been begging people
to get a doc for me.

I know you meant good,

but it's the worst thing
you could've done.

If the law gets their hooks
on me, I'm dead.

I'm the guy Frazee's after.

CHRIS: He's not looking
for you, Johnny.

Ask him.
He'll tell you.

She knows it's me,
Frazee.

The kid was wanted
on a phony rap.

Nobody's looking for him now.

They want me.

FRAZEE: I tell you,
the rap's a phony.

What do you know about it?

I checked on everybody
around here.

You're a hangman's bait,
you know it?

The minute I hooked
this guy up with you,

all I had to do
was stake you out and wait.

Did you ask Jim
not to go for help?

Jim's got to know
Johnny's in the clear.

Does he?

You'll save this guy
and hang him?

Where did Jim
take the mare?

Over the leeward side
someplace.

[♪♪♪]

He must have gone.

I told you a thousand times

I won't have anybody
coming in here.

A doc or anyone else.

Want me to stop you
the hard way, huh?

Okay, Frazee.

Jim! Jim!
Frazee's killing Dave.

Up by the shelter!

Thanks, Jim.
That guy really had me.

Okay, Dave.

I didn't mean
to say your name.

I only got Jim
to stop the fight.

I didn't mean
to tell him, Davey.

It doesn't make
any difference.

All right, Jim, I'm Dave.
I'm the guy they want to hang.

Nobody wants Johnny
for anything.

Did you hear
what I said?

I heard you.

Then get the horses.

Take me in.
Let's get it over with.

You didn't need
to give yourself away, Dave.

Johnny's dead.

CLEVE: Jim!

I couldn't wait
for your signal.

This is no good.

We'd better get
out of here.

Start saddling up.

Send Josh and Bibbs over
to help bury Johnny.

CHRIS: Jim.

If you won't even listen to me,
I can understand it.

You better get your coat.

What kind of fool does it take
to believe you'd quit Johnny,

or anyone else
for that matter?

I wouldn't worry
about that.

Well, I have
been worried.

I've been wanting
to make it up to you, Jim.

Nobody's blaming you
for anything, Christy.

I'm blaming myself.

Well, here are
Josh and Bibbs.

Get over to the picket line.

All right, I quit.

So I'm not
a millionaire.

I'm a cop again.

The horses are back.
Let's get out of here.

CLEVE: We better hole up
where I was, Jim.

It's only a few miles.

If we can get under them buttes,
we'd be all right.

JOSH: Can we force
these horses upwind?

JIM:
We got to get them upwind.

If we let them
run before it,

we got 20 miles
to come out the other side.

SHEP: The sand will scour
the hide off of them.

JIM: And us too.

[GUNSHOT]

Get away from those horses,
all of you!

Get over, Frazee!

What is this? What--?

Yeah, it's yours.
Get over.

What's this stickup for?
I don't get it.

Did you think a two-bit private
dick like you could turn me in?

Look, Chalk, I'm not after you.

Just take another step, Frazee!

Shep's the man I'm after.

Yeah, Shep's the guy.

Well, he is. Ask him.

Sure Shep will say he's the guy.

So will Josh or Bibbs
or Old Willy

or that cowboy over there.

He knows what I'm gonna do.

Yah! Yah!

Look, Chalk, if you stampede
those horses, you'll--

Get back! Back up!

SHEP: Frazee's not lying, Chalk.
We can prove it.

FRAZEE: He's the man,
I tell you!

Yah! Yah! Yah!

Get back!

Gotta stop him.

I gotta get my gun.

Yah! Yah! Yah!

Where is your pony?

You can't leave us
out here like this!

Yah! Yah! Yah!

Chalk, we'll give you a horse.

[HORSE WHINNIES]

[HORSE WHINNIES]

[GUNSHOT]

JIM: Take cover
in the mare's shelter.

JIM: Take care of the others.

Hang on
till I pick up the stock.

Stay with the foal.

SHEP: Cleve, help me
hang onto this shelter!

SHEP: I'll carry the foal.
You help Chris.

Look! Over there!

There's Jim with the horses!

Hey!
Hey, Jim!

Jim! Jim! Jim!

Jim!

Jim, wait!

[FOAL WHINNIES]

[HORSE WHINNIES]

SHEP: Throw me the rope
that's on the saddle.

Get it around the pommel.

Get the ponies to hold.

Take up the slack, Jim!

Let's get in the shelter!

[MAN WHISTLING]

Hey! Hey!

I thought I heard voices!

Hey, Willy!
Is anyone else with you?

Never mind that. Come on up!

Got something to show you!

Come on!

The Walking Hills.

They sure walked
right over those wagons.

Ain't anybody gonna ask
about the gold?

What about it?

Ain't any.

Lot of tools and such
in them wagons.

JIM: I never thought
those people had any gold.

WILLY: They was immigrants.
Doubt if they knew what it was.

CHRIS: How did you
weather the storm?

In the wagon.

You see, they was
on the wind side of the dune.

Bound to blow free,
not cover up.

That Frazee
and all his digging,

when all we had to do
was wait.

Sure wish that detective
was here to see this.

[ALL LAUGH]

JIM: I'll get the horses.

We'll have to double up
to get out of here.

WILLY: There's no need for that!

BIBBS: We've got
nothing but time.

Josh even found his guitar.

You see, I figured
on being a millionaire.

What would I do without
a cook and an entertainer?

It just doesn't
seem right, somehow.

Nothing any of us
ever wanted to do got done.

I don't know.

I don't suppose
there'd ever be a time

when things would seem
to come out even.

JIM: Whoa!

How do you want to
split up the horses, Dave?

What about the horses?

I can let you have a pony to get
over the line with if you want.

Or I can let you have two,
if that's the way you want it.

No.

I'm through running away.

But I'll borrow
your pony.

Let me hear from you.

Maybe you'll find out
where to reach me in the papers.

Come on, boy.

So long, Chris.

Good luck.

Thanks, Jim.

Well, that's that.

Willy...

where is it?

Huh? Where's what?

Where is it?

Oh, this?

It ain't nothing.

Probably a little traveling
money they had with them.

Couldn't be more than--

[BAG THUMPS HEAVILY]

[♪♪♪]

Oh, might be $10,000.

Well, I was aiming
to tell the others.

You're a smart fellow, Willy.

You knew Shep would never
be able to think straight

with a hatful of money.

That's it!

He'd have gone right across
the border and kept going,

still running and still scared.

I saved that boy's bacon!

I sure did.

Say, when we come
to split this up,

I can trust you
to give that boy his share

now that he needs it,
can't I?

Oh, sure. Sure.

[FOAL WHINNIES]

Well, so long, boys!

I'll send you some horses.