Waterhole #3 (1967) - Plot Summary Poster



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  • After a professional gambler kills a Confederate soldier, he finds a map pinpointing the location in the desert where stolen army gold bullion is buried and he plans to retrieve it but others are searching for it too.

  • Sergeant Foggers and two Confederate soldiers lay their hands on gold bullion belonging to the army, taking at the same time a certain Ben Akajnian hostage. Then they bury the loot near an isolated waterhole in the desert. Some time later, Lewton Cole, a professional gambler, fights a duel with one of the robbers, kills him and finds the map of the treasure on his body. Stopping at the small town of Integrity, Cole, in order to escape Sheriff Copperud locks him up in his own jail-house, steals his horse and even finds the time to "seduce and abandon" Billee, the sheriff's comely daughter. The indignant father catches up with Lewton, arrests him and grabs the gold. But Foggers and his accomplice attack him, relieve him of the treasure and free Cole...


The synopsis below may give away important plot points.


  • The movie opens with the credits rolling over the visual of two uniformed U.S. Army officers driving a horse-drawn Army wagon up a remote and rocky road in what appears to be the Old West. The audio is Roger Miller (King of the Road) singing the beginning of The Ballad of Waterhole #3: The Code of the West (Lyrics by Robert Wells). Miller never appears in the movie except in voice-over. He will sing a verse or two of the ballad throughout the movie to narrate and punctuate the action.

    'I'll tell you a story that's never been told Of rapin and killin and government gold. The place: Arizona; the year 84. Sit back and I'll tell you some more.

    'A thirty-year captain just earning his pay Was moving a shipment of bullion that day While men without honor were waiting to test The unwritten Code of the West.

    'Its the Code of the West: you must honor your neighbors. The Code of the West, to your own self be true. The Code of the West, you must do unto others, Do unto others before they do it unto you.'

    The story is about the theft of 100 pounds of U.S. Army gold--an inside job pulled off by Sgt. Henry J. Foggers (Claude Akins), assigned to guard the gold, and his co-conspirators, Doc Quinlen (Roy Jenson), the mastermind of the caper, and Hilb (Timothy Carey), a billy-goat-bearded ruffian.

    The wagons destination is an Army warehouse. We see it arrive from a point of view inside a shoe parlor located next door to the warehouse. The shoemaker, Ben Akajanian (Harry Davis), is working on the sole of a cowboy boot, when we see that a gun barrel protruding from the rear curtain of the shop is trained on him. A voice says, 'Time to close up shop, shoemaker,' and Ben nervously moves to the door and shuts it, momentarily making eye contact with the Army officer, Captain Shipley (James Whitmore), who has got down from the wagon and is preparing to move the gold to the warehouse. Ben pulls down the shades of the shoe shop's windows.

    The inside thief, Sgt. Foggers, and his accomplices have built a tunnel from the shoe parlor to the Army warehouse, through which they will remove the gold. Quinlen waves the gun to summon Ben to the rear of the shop, where Hilb, chewing on a carrot says to Ben, 'In your hole, rabbit.' The three men move through the tunnel to the warehouse.

    Capt. Shipley, an earnest, if gullible, career officer, surveys his surroundings, then moves to the rear of the wagon and opens the covering. Two soldiers emerge carrying a strongbox, heavy for its size, marked 'Property of U.S. Army.' Shipley supervises their carrying the box from the rear of the wagon, to the door of the warehouse, upon which he knocks. Sgt. Foggers, referred to in the ballad as Henry J, is the lone soldier guarding the warehouse. He slides open the warehouse door only wide enough to accept the delivery. The captain apologizes to the sergeant for his inability to provide additional men to assist in guarding the gold, to which the sergeant responds, 'Sir, the Army's my home, and I would protect my home with my life.'

    As Capt. Shipley resumes his seat in the wagon, the gold is already moving through the tunnel to the shoemaker's shop. Cpl. Blyth, (Jim Boles) seated next to the captain, remarks, 'Thats uh, thats a lot of gold for one inside man to guard,' to which Shipley responds, 'Thats a lot of soldier, corporal.' 'Well, I still say its a lot of gold, sir,' to which Shipley retorts, 'Firm up! We're not civilians.' Through intercut scenes, we see that by the time the Army wagon begins to roll, the removal of the gold from federal custody is complete.

    'Sweet yellow, sweet yellow, sweet tangerine gold, You make a man fever, you make a man bold.'

    In the shoemaker's shop, the thieves are squabbling. Hilb wants to bury Shoemaker Ben in the shaft, but Quinlen says that the shoemaker is temporarily useful as an alibi--his disappearance will make him appear to be the thief, and if things do not go well, Sgt. Henry J. can claim to be meek Ben's hostage rather than a deserter. Ben complains, 'You cannot dispose of my life like it was a chess piece,' to which Quinlen replies, 'No? You do everything right, you have some hope. Do anything wrong, and I'll guarantee you pain.' As Quinlen digs his fingers into the pressure points near Ben's neck, causing Ben to sink to his knees, Quinlen continues, 'You understand pain?'

    Hilb wants to divvy but Doc Quinlen says he will bury the gold. Henry J. must step between Quinlen and Hilb to prevent a fight. The sergeants face says he is no happier with this plan than Hilb, but his words say, 'That's alright with me.' Quinlen will make a map showing where the gold is, and the three men will meet in the town of Delores in a couple of weeks to divide the loot. Hilb says, 'I may get there just a little earlier,' and Quinlen says, 'If you do, don't let me see you.' Hilb brays like a billy-goat to express his displeasure.

    Fast forward a couple of weeks: Two cowboys on horseback ride into town past a sign that reads, Delores.

    'So the town of Delores, that morning in May Was in for an infamous day.'

    In a saloon in Delores we first meet Lewton Cole (James Coburn) dealing Three Card Monte to the bartender (Jay Ose) for the price of a cold glass of fresh milk. Cole is setting up the two cowpokes who have just arrived from the range. Enter Quinlen, who owes a gambling debt to Cole. Cole has pinched Quinlen's wallet claiming he is entitled to interest on the debt. When Quinlen shows concern only about one twenty dollar bill, which has written upon it in large letters, 'Mex' above a line, and in smaller letters, 'X Integrity' below the line, followed by an arrow along side three dots, followed by 'W #3', Cole deduces that this particular twenty-dollar note has significance beyond its monetary value. Angry that Cole now knows something, Quinlen challenges Cole to a shootout at sundown, and storms out of the bar.

    The bartender solemnly hands Cole his glass of milk, and observes that Cole has opened his mouth to the wrong man. Quinlen is a quick draw who will 'cut your pocket out as soon as you start to reach.' Cole replies, 'It does look like I stepped in it a bit,' sniffs the milk, and sits back down at the card table.

    One of the cowpokes (Buzz Henry) has used the distraction of the exchange between Quinlen and Cole to bend the edge of the Queen of Spades so that when the game of Three Card Monte resumes, he will know which card is the queen. The cowboy wins successive hands, so Cole quits. The cowboy, sensing that he cannot lose, begs Cole to continue, so Cole raises the stakes. He asks the cowpoke how much money he has, and agrees to play one more hand for the man's entire stake, as well as the stake of his buddy. Cole asks, Now you sure you want to do this? and the grinning cowboys eagerly nod, Yes. Their smiles evaporates when Cole's deal reveal that all three cards now have identically bent corners.

    Sundown has arrived, and as Cole moves to rake in all of the cowpokes money, Quinlen is heard calling out Cole from the street. Knowing that his life can be measured in minutes, because he will surely be shot dead in the street, Cole remarks, Lucky in cards, unlucky in love, then asks, Did I wash you out, boys? and graciously tosses them a few coins.

    Cole moves to the bar, and drops a few coins for the bartender, who, grave at the prospect of what is about to unfold, slides the coins back to Cole. Cole slides them once more to the bartender, gestures toward the cowpokes, and says, Buy the boys a drink.

    Cole leaves the saloon, preparing to meet his maker. The soundtrack is a rumble of dirge-like drums. Quinlen taunts Cole from far down the street You're yellow, Cole. Lets get on with it. The doomed man forthrightly moves to his horse, ostensibly for a handgun with which to participate in the duel. Instead, he pulls a rifle and, from 100 yards, guns down Quinlen.

    Against an early evening sky, Cole moves to Quinlen's lifeless body; out of respect, Cole doffs his Stetson, shakes his head as if to say, What a shame, and then removes the cash from the dead mans inside breast pocket.

    You don't draw with a stranger if he's faster than you. You've sung your last ditty, You've kissed your last pretty And played your last hand if you do.

    As Cole rides off, Hilb emerges to stand over Quinlen's body. He rakes his spurs over the sprawled mans chest and kicks his thigh to confirm he is dead, doffs his hat, and emits his trademark billy-goat bray. Hilb replaces his hat and watches Cole ride into the darkening evening. Cole, bathed in the red glow of dusk silhouetted against a purple sky, examines the map and gazes toward the horizon.

    When fate is the dealer you raise or you call; A chance-takin man plays the cards as they fall. A map worth a killin is worth tracking down, So off to Integrity Town.

    The next day, a column of Army cavalry led by Capt. Shipley, cantors past a sign above a water trough, Integrity 8 miles. When the cavalry has passed, Lewton Cole surfaces from being submerged in the water trough, sputters to regain the breath he has been holding, and resumes shaving and puffing a cigar.

    In the town of Integrity, Sheriff John (Carroll O'Connor) and his deputy (Bruce Dern), are discussing the sheriffs reelection bid, and the accounts of the heist in the newspaper. Everyone seems to think that Shoemaker Ben has taken the gold and hightailed it to Mexico. The sheriff has some ideas about how to recover the gold and wishes he had a nice theft to investigate. The deputy observes that Sheriff John has a habit of bringing thieves back dead and bringing back only half of the loot. The sheriff says, Half is better than none, aint it? He shares with his deputy that he had once planned to pull off a gold robbery, but had to give it up because he got elected sheriff. But Im gonna tell ya, if this job weren't so sweet and soft, I might just elect to follow the criminal profession. His deputy observes, You'd be real good [at it] too, John.

    Cole arrives in Integrity on the back of a wagon, carrying his saddle. His horse has gone lame. He moves to the sheriff and deputy to inquire about buying a new mount. The deputy tell Cole that the sheriff owns the best horse in the county, Old Blue, but the sheriff says the horse is not for sale.

    Cole, whose face is on a Wanted for Murder poster on the wall, tricks the two lawmen, and locks them in the sheriffs own jail, where he forces them to strip naked. In response to Sheriff Johns question, Why you doin this terrible thing to me? Cole dryly remarks, A naked sheriff makes a slow posse. As he leaves, he says, Being found locked naked, in your own jail, in an election year. Now, to be too noisy about it might be bad politics. Shhh. The deputy looks down at himself and then at the sheriff and says, He sure left us bare, followed by his signature phrase, Ain't that right, John?

    Cut to the sheriff's ranch outside of town, where the sheriffs fetching daughter, Billee (Margaret Blye), needs three more eggs for the batter of the chocolate cake she is making. She calls for the Mexican stable-hand, Francisco (Alex Tinne), but he is taking a siesta.

    A yellow-haired woman is early to bloom; Her laughter is roses, her smile is perfume. But the child of a lawman can die on the vine With no man to taste of her wine.

    So, Billee enters the barn, where the hens nest and Old Blue is stabled, to find Cole changing his drawers. She smiles at Cole, and he returns the smile. Billee is then all business: Alright, what are you doin here? Cole says, Puttin on my pants. She asks, Well, what do you want? and he says, Well, I was gonna get on this big black horse and ride him outta here, but

    Billee moves toward the door, but Cole cuts her off. She says, Look. Im not alone. Cole points to where the stableman is sleeping in the shade, What? Francisco? What is he gonna do, challenge me to a duel? He dont have a gun. Billee says, Well my daddy does, and he's the sheriff of this county. Cole says, Yeah, I know; I seen him, and then eyeing Billees fine form, says, You must take after your momma. She buttons up her dress, and Cole reciprocates by unbuttoning his shirt. She informs him, You're gonna have to take it, and a wrestling match ensues. When he has her where he wants her, he says, Easy now; you're supposed to wear yourself out lovin not fightin. She gasps, You can't do it this way, and he says, Slow. Slow. Easy. He kisses her, and she returns the kiss.

    Some minutes later, a rooster crows, and Cole exits the barn leading Old Blue, and mounts him.

    Its the Code of the West: you don't leave for tomorrow, The Code of the West, what can be done today.

    As Cole departs, Billee, disheveled, wistfully emerges from the barn.

    Its the Code of the West, its a true fact of livin What's lovingly given will lovingly come back your way.

    Sheriff John arrives home, and orders his Mexican servant, Francisco to get Old Blue saddled. The sheriff, obviously preoccupied with the preparations to pursue Cole, notices his daughters disheveled condition and asks if she is all right. She is not sure. She says, I think he raped me. Incredulous, the sheriff asks, Who? Francisco? Billee says, dreamily, He was big. And tall, then remembering herself, adds, and mean, and cruel. Francisco interrupts, Padron. Blue. He is gone. What do you mean gone? and Billee says, I tried to tell you. Sheriff John, starting to get the picture, asks Billee, Wait a minute; was your man wearing a gamblers coat and a little brown vest, to which Billee replies, Part of the time. As the painful reality sinks in, the sheriff growls, Cole. The man must hate me personal.

    Sheriff John prepares to mount an ornery mule to pursue. He took my Big Blue out in that desert. Billee protests, Oh Daddy! Is that all you care about? The sheriff, eager to get after Cole, says to his daughter, Aw Billee, now Ill make it up to you. You know a man picks his pleasure from the nearest tree. Why if you weren't my own daughter--I mean there's worse things. He could've killed you. Now that a been worse, wouldn't it, I think. She angrily says, You bring him back. Yeah, I'll bring him back. My election to a third term as sheriff depends on it. And my honor. YOUR honor? Oh, darlin, I can only keep my mind on one offense at a time.

    The scene shifts to Cole on Old Blue:

    The desert was losin its fight with the sun, As Cole stopped for water at hole #1. Just what was he chasin he'd sure like to know, But he still had him two holes to go.

    Oh the Code of the West: show your backside to evil. The Code of the West, give the devil his due. The Code of the West, you gotta do unto others Do unto others before they do it unto you.

    The sheriff is checking the trail, but is having difficulty with the mule.

    Now rapin and killin ain't really so bad. But stealing Ol Blue, now that made Sheriff John mad. You don't help yourself to the eggs in the nest Of a man with a badge on his vest.

    Sheriff John arrives at Hole #1. He says to the mule, Two waterholes to go. Were gonna get him at one of them. He dips his hat in the brackish water, and asks the mule, Do you want any. He takes a sip and says, Well, it ain't too bad. It ain't gonna get any better at the next one either.

    Nightfall. We see Old Blue meandering through the desert with Cole asleep in the saddle. The horse finds its own way to Waterhole #2.

    Poor tumbleweed stumblin from boulder to stone Your permanent address is places unknown. You eat when you're hungry, you drink when you're dry If wishes were eagles, you'd fly.

    Cole makes camp beside Waterhole #2, puffs on his cigar, and doodles a stick in the dying embers of his fire. He covers the shallow pit with desert dirt, spreads his blanket over the now dead but still warm fire bed and curls up to sleep. Sheriff John, a few miles behind, is also done for the day.

    Rest your head on your saddle; dream of fortune and fame.

    Meanwhile, Billee sighs in her bed, and then moves toward the window.

    When the winds in the willow A girl hugs her pillow And wishes that she knew his name.

    Sunrise. Cole is back in the saddle, breathing in the desert air, and heading for Waterhole #3. A few hours later, the sheriff arrives at Cole's camp, and carefully examines a cigar butt that he has removed from the sand.

    Meanwhile, back at the ranch, Billee saddles her sorrel, and heads into the desert at the gallop. Cole surveys the landscape and rides on. The sheriff, hot on Coles heels, is still having trouble with the mule, who throws him into a sand dune. Spitting sand, John says, Damn mule, followed by his signature line, I wish you hadn't done that.

    Cole has arrived at his destination, and is wading waist-deep, peering at the bottom of Waterhole #3. Cole finds the strongbox, lugs it to dry land, when he becomes aware of another presence; he turns and is staring down the barrel of Sheriff Johns rifle. Good morning, Sheriff.

    Go ahead, go for that gun. I wish you'd go for that gun.

    Well, I don't need to now, sheriff. I got all of yours.

    Cole bends to open the box. The sheriff kneels with him, and reads the words on the box, Property of the U.S. Army, and asks, What's in it, General Grant's head? Cole guesses its bullion--the proceeds of the robbery in the news. If it is, its over a hundred pounds of that fine yellow gold.

    Cole fiddles with the lock. The sheriff says, You just get up outta there. Ill get it open. What the hell, Sheriff. I found it; I get to open it. Again, Cole gets the jump on John with his derringer, which he points at John's chest. Abruptly, Cole trains the pistol on the lock, fires, and holsters his gun. The two men gleefully discover the contents of the Army's strongbox.

    John regains the advantage. He permits Cole to change into dry britches, and asks him what the gold might fetch in Mexico. I imagine those thieves, if they got across the river without sinking too deep in the sand, and got by those Mexican bandits, and they knew how to make a deal down there, I imagine those thieves might get in upwards to a hundred thousand dollars.

    The sheriff relieves Cole of his stingy little gun, and has Cole arrange the gun's chain properly in the sheriff's vest pocket. Cole says, A little touch of gold always looks good on a man. The sheriff replies, Now I got something that will look good on you, and applies handcuffs. Cole says, I might just sue you for false arrest. I didn't break any law, Sheriff.

    No? What about stealin my horse? I needed that horse to recover the gold. Lockin me in my own jail? I wanted you behind me. Murder? Self defense. Rapin? Assault with a friendly weapon?

    Cut to Billee, struggling to follow the trail, but determined.

    Now treat a girl tender, shell preen like a bride, But take her for granted, she'll come for your hide. She'll shoot off your head if you leave her behind, And you'll lose your natural mind.

    The sheriff is bringing Cole back to Integrity. As the two men travel, the sheriff points out, Even if they don't stretch your neck, you'll be wearing a number into the twentieth century. Cole says, I got a number for you, Sheriff: one hundred and eight pounds of yellow gold in that saddlebag. You show me an honest sheriff and I'll show you a man without money.

    Cut to Sgt. Henry J. and Hilb, with Shoemaker Ben in tow, also on the trail of the man who stole the map. Back to Cole and the sheriff: Cole continues to use his magic tongue to turn the sheriff into an accomplice:

    You know, a man with money, he don't touch the principal. He don't? No. He lives off the interest. And there'll be lots of interest. He'll subscribe to a little railroad stock, or some cotton futures, maybe some corn, tobacco, sugar, wheat--all from his ranch, where he's got a fancy saloon and his own private gambling hall for a watering hole. And all them sloe-eyed senoritas just a hungerin... After my money. True, John, but you will wear out before you go broke.

    John and Cole stop for a meager lunch of beef jerky. While admiring the beauty of the desert, they share stories of their lives, their career choices and their loves; they bond.

    Sheriff: How come at your age a fella like you ain't tied down yet? Cole: Well I was. Once. What'd you do to her? Well, I don't know, just got on separate trains, I guess. That thing with Billee, course not being there I'll never really know, but what was that all about? Just a hasty love affair. Nothing got bruised but her pride. Well, you should have stayed to talk a bit. I always talk about five minutes before I run. You left her upside down. Don't think on it, John. Think about something important like getting our gold to Mexico.

    John does not object to the concept of our gold. They are now partners, although when Cole lights John's cigar, we note that he is still wearing the handcuffs. Cole sings, Going back, going back, to Durango, and John joins him, where the sun goes down at noon.

    John and Cole continue on their way, talking. You always been wearin that badge? No, we ran cows after that big dry-up in 73. Cole responds, Yeah, we had some cattle until the government started taxin public land. The sheriff: Well, if it ain't the drought, if it ain't the hoof-n-mouth, the black leg, or the government throwin its hook into everything, it's always some damn thing, always. You're right there, John, and Cole gestures toward trouble: Sgt. Henry J., Hilb and the shoemaker have caught them.

    Hilb orders the shoemaker to search the men and remove their guns. As the shoemaker reaches for the watch chain attached to the derringer, the sheriff says, It's only a watch. Hilb says, I want it, whereupon the shoemaker turns the guns he has removed from the sheriff on Hilb, who spits and says, Drop them guns or I'll kill ya, and Ben, shaking like a leaf, drops them.

    Hilb is ready to shoot Cole, the sheriff, and Ben, but Henry convinces Hilb that murder at this juncture would not be advisable. Hilb points his gun at Ben, He knows everything, that shoemaker. Henry replies, What do we care; we'll be swappin tequilas with Ortiz at the presidential palace. Hilb points his gun at Cole, He killed Quinlen. Henry says, Well, you should thank him; you get a bigger cut. Now, ya see how everything works out? Turning to Cole, Henry asks, Not that it matters but, how did you know about Quinlen? Cole replies, You got time for a long story, sergeant? Henry smiles and says, Nah. Cuff em, shoemaker, on their ankles.

    Hilb says, We divvy, and Henry says, Why not. He throws a cord to the shoemaker to tie the men back-to-back. Henry moves the gold to his saddlebag, but first hugs it.

    Sweet yellow, sweet yellow, sweet tangerine gold, You make a man fever, you make a man bold. Youre won like a woman, a treasure to hold, Sweet yellow, sweet tangerine gold.

    Henry stares at the bullion, Kind of makes your tongue coat up, and Hilb brays like a billy-goat. In the distance, the cavalry column gallops by. Henry says, My old outfit. To Cole and the sheriff, tied together, Bye now. The thieves mount, and as they depart with the gold and the horses, Henry says to Cole and John, As we used to say in the cavalry, Without a horse, a man's afoot.

    You make a man fever, you make a man bold Sweet yellow, sweet tangerine gold.

    Cut to Billee on her horse, checking the ground for signs of the track.

    Cut back to Cole and John struggling to free themselves, while Cole tells the long story that the sergeant did not have time for. And there was this twenty dollar bill with a bunch a doodlin on it. I didn't know what it was until Ol Quinlen made it important by not lettin me go without a shootout. Asked why he didn't stick around to clear his name, Cole says, I don't know, John. I guess I was just in a hurry to see what this man was so willin to die over. The sheriff says, The way things are gonna work out, you're gonna be a hero, and I'm gonna be the town jackass.

    Unknown to the two struggling men, Billee has arrived on the scene, but remains in the background while the sheriff complains about where Cole's finger is. Billee says, Well now, look at that. Thats something you don't see everyday: two big men, way out here in the middle of the desert, playin grapple-finger. When ordered by her father to cut out the smart talk and get over here and cut us loose, Billee says, Maybe, approaches, and delivers roundhouse blows to the belly of each man.

    She mounts her horse to go find me some Indians or some red fire ants. The sheriff, with Coles advice, tries to mollify her. I promise you this man, but I gotta have him first. Now you see that, don't you? Its a point of honor, and my duty. Billee, listen to me, I know I'm a fool and a sinner, but it's only your poor dad you'd be turnin loose if you did it. Billee. She reluctantly gets off her horse to help.

    The only knife is in the front pocket of Cole's britches. She reaches her fingers in and Cole encourages her. Deeper. She frees her father, but refuses to untie, Cole. Instead, she cocks a gun at him. Cole says tenderly, Go ahead [and shoot me]. It was worth it. She looks him in the eyes, and asks, What's your name anyway? and John says, Aw, Billee, quit foolin around. Here, gimme that gun. John takes the gun, saying, His name is Lewton Cole. I thought you knew him.

    All three climb aboard Billee's horse. As they start off, Cole asks, Where are we goin, John? and the sheriff says, Integrity guards the pass to Mexico, don't it? Well, our best chance is if they lay over in Integrity. Billee, seated between the two men, squirming, says, What about my rape! to which John says, Forget about it. Were after gold!

    The three alternate positions: one walking and two riding, then the men walking, until nightfall finds Billee and Cole on the horse, with John walking alongside, leading the horse. Cole hugs Billee. Billee says, I should have shot you back there, and Cole laughs and says, You never woulda shot me, and she says, right in that deep pocket. The sheriff smiles. Cole asks, What did you want me to do anyway, bring you candies and flowers? and she says, No. I wanted you to do the decent thing, and Cole asks, Which is what? and she says, Well, if you don't know, what's the use of talking. Cole: What does that mean? Billee: Think about it. Cole laughs and says, Oh, no, Billee, we don't want to start thinking about it. That takes us too far from the point of it all. She looks back and asks, What's that mean? and Cole says, Think about it.

    Well she thought, and he thought, and like it or not, The colder she acted, the warmer he got.

    The horse takes a misstep and the three are thrown, with Cole and Billee tumbling down an embankment, and Cole ending face-to-face on top of her. She says, Has anybody ever said anything about your style? John yells, Thats your fault, Cole. If you hadn't a been doin what you oughtn't a back there, this never woulda happened. Come on Billee, get out from under him, and lets get goin.

    The thieves have arrived at the outskirts of Integrity. Sgt. Henry J. tells Hilb to stay to guard our flank, while he and the shoemaker head for the hotel, and then to a brothel operated by Lavinia (Joan Blondell). Ben plays the organ, while Lavinia greets Henry. He opens his saddle bag to give her a peek, and she says, Looks like you robbed the Army. He asks, Do I have the house for the night? and she says, Your credit seems good. The place is empty of other customers because the town council is meeting and the sheriff is out chasing a man who locked him in his own jail, and in a very unusual condition.

    Henry moves to the eight prostitutes and says, All right girls, and in military fashion, Present arms! whereupon the women descend on Henry, squealing with delight. Henry kisses as many as he can.

    Hilb, at his post outside of town, spots the approaching three on horseback, and hightails it to the hotel, where he barricades himself in an upstairs room. The sheriff, Cole and Billee, riding at the gallop, are again thrown, this time in front of a desert shack. The man inside, pokes his head out the window and says, Get the hell off my lawn.

    They run into town, and the sheriff exclaims, Cole, there's Old Blue, tied up in front of the hotel. Cole is carrying Billee over his shoulder, his hand firmly on her butt, as she yells, Put me down! Put me down! The sheriff says, Put her down before she wakes up the whole town. Cole: You're gonna have to tell me why you named her Billee. John: Her ma and me was tryin to make a boy. Cole: Well, you didn't even come close.

    They enter the hotel, check the register, and ask George, the hotel clerk (Robert Cornthwaite) about the men registered as Smith and Wesson in 301. The sheriff asks the clerk for his guns. The clerk hands a pistol to the sheriff, saying, I've got one of two Colts were taken off of John Wesley Hardin by Constable John Selman after he shot Hardin behind the right ear in the Acme Saloon in El Paso on a Monday afternoon.

    The clerk produces a second handgun: This 32 caliber rimfire Hopkins & Allen was almost smuggled in to Bill Longley before they hanged him high, October 11, 1878, in Giddings, Lee County, Texas. Cole: Does it shoot? The clerk: Beautifully. Cole: Thank you very much, George. Ill try and return it in the same condition.

    The sheriff and Cole move upstairs.

    When a showdowns a comin, when a shootout is due,

    In the lobby, George says to Billee, Oh, I forgot to tell them. The big and the little one checked in, stayed long enough to get some stuff, and then went right out.

    Billee: Where'd they go? George: Well, you know... Billee: Lavinia's! As Billee runs upstairs, George says, Did I mention the scary one?

    Face up to the danger, throw a slug in a stranger Before he throws one into you.

    Billee delivers the current situation to Cole and her father. Cole asks her to go downstairs to ask George for the key to 302, opposite the room in which Hilb is holed up. Billee tells Cole to go down himself, whereupon her father kicks her in the butt and tell her to go on down like you're told and get that there key. As Billee moves away rubbing the place where she has been kicked, Cole observes, She sure moves fine, and the sheriff says, Aw Cole, dammit.

    At Lavinia's, Henry is having a good old time, while Lavinia herself takes an interest in Ben. He tells her the story of his abduction, and says, I am getting ideas. Lavinia cautions him: Don't get reckless, Robert. He corrects her, Ben.

    Meanwhile, the sheriff and Hilb eye each other's hotel room doors through their respective keyholes. Cole has taken a position at the window to monitor Hilbs only route of escape. Billee tries to tell her father her side of what occurred in the barn, but John dismisses her with, Not now, Billee. She says, Daddy, don't you care? Doesn't it mean anything? which he ignores, and asks Cole, You reckon he's still in there? Billee moves to Cole and demands to know, What have you done to us? to which Cole replies, Believed your eyes and not your words, Billee. She says, All right. If nobody cares, I don't, and flops on her back on the bed. Cole reacts to her implied offer, and John scowls, Not now, Cole.

    At Lavinia's, Henry, laughing and wearing a pink garter as a headband, heads upstairs with two of the women, while the others wave. Lavinia takes Ben upstairs.

    In the hotel room, John is impatient. He asks Cole to tell him again about living off the interest, but Cole says, You gotta grow your own dream. Suddenly worried, John asks Cole if he is thinking of giving him some kind of second-card deal. Cole says, I'm not dealin this hand.

    You gotta do unto others, do unto others, before they do it unto you.

    The standoff continues until dawn. A drunk cowpoke, (Buzz Henry, who is also the film's stuntman) rides his horse beneath Hilb's hotel window. Hilb drops a note on his head, written on a pillowcase, HELP HELP. I'm a prisoner in room 301. FiFi LaFlame.

    The cowboy rides his horse into the hotel lobby, runs upstairs, and is taken by Hilb at gunpoint as a hostage to shield Hilb's escape. In the lobby, Hilb mounts the horse and, amid gunfire from Cole and the sheriff, gallops toward Lavinia's. In his haste, he drops his share of the gold in the middle of the street. As gunfire is raining down, he cannot retrieve the fallen treasure.

    The sound of the shootout awakens the denizens of the brothel. Whatever Ben and Lavinia have been doing together invigorates Ben and makes him reckless. The sergeant comes downstairs, but is almost struck by bullets from a crazed Hilb, who is returning fire at anything that moves.

    Crying, My gold! My gold! Hilb wheels his horse, and continues shooting until, out of ammo, he rides out of the movie, crying and braying like a billy-goat.

    The sheriff moves to retrieve the saddlebag containing half of the gold. Henry takes a shot at him, but retreats. Cole gallops toward John on Old Blue, and dismounts. John places the saddlebag on the horse, and says, Well that's it. I got mine. Cole says, Thats good John. Now you can help me get mine. The sheriff is preparing to leave, and Cole says, Hell, this hand isn't over yet, is it? The sheriff says, All right, Cole, and the two plan how they will attack Henry.

    Henry is creating a defensive position in Lavinia's, destroying the brothel in the process. Lavinia desperately saves a painting of a younger version of herself, and tells Henry he will have to pay for the damages. He replies, as he frantically moves furniture to create a barricade, I always pick up my broken glass, and tells Lavinia that she has to talk the sheriff out of this fight.

    The condition of the premises does not improve as Cole and the sheriff take the gunfight inside. Using shotguns, they are taking out doors, walls, mirrors and chandeliers wholesale. When Lavinia screams, You are about to shoot-up my meal ticket, the sheriff says, while reloading, This is official business. I'll get the town council to pay for any refurbishments.

    As the fusillade intensifies, and a piece of pottery explodes, Lavinia cries, That vase was brought around the horn! This is a home, not just a house, you bastards!

    During a momentary lull, as the men reload, Cole calls for a hiatus, so We can talk a spell. Henry asks, What's your proposition? The sheriff responds, Your life for that gold. That's the proposition. Well? Henry says, I'm thinkin about it. Do you know how hard I had to work for that gold? The sheriff says, Ain't that terrible, Cole? Why, in another minute he'll have us believin he earned it.

    Henry then sees out the window Shoemaker Ben being lowered in a sling made of bed sheets. The hookers are helping him escape with the remaining gold. Henry runs outside, and the other two follow. The shooting continues, as Henry is both pursuing Ben and protecting his own hide. John has a strategy, and Cole reluctantly agrees to attempt to execute the more dangerous maneuver.

    While Ben was playin steal the gold, and make your getaway, The other three played shoot-em-up and turnabout's fair play. But Ben had tasted painted lips and heard the sirens song, So he could hardly keep from goin wrong.

    From the upstairs windows, the hookers are signaling to Ben with their undergarments to assist his escape.

    Its the Code of the West: heed the word of your sisters; The Code of the West, make a left turn from sin. The Code of the West, keep an eye on temptation; recite the quotation That says, When-Satan-calls-your-name-it doesn't-matter-how-you-play-the game-cause-all-he-cares-about-is Did you win?

    Henry pursues Ben to an outhouse; Ben slugs Henry in the face with the saddlebag filled with gold, and is able to escape. Cole and John are destroying the shack with their shotguns, so that Henry is forced to use a woman's corset to waive the white flag of surrender.

    Cole demands, Sergeant, where's the gold? and Henry points to the shoemaker mounting Old Blue. All the gold is now reunited on the horse with Ben.

    Now Cole and John and Henry J. were feelin mighty sad,

    As Shoemaker Ben escapes on John's horse with the gold, the sheriff says, Oh Blue! Hell let anybody ride him.

    To bank a little sack of gold, could turn a good man bad, But when you pick the meek and mild against the brave and bold The meek inherit all the Army's gold.

    The three men have forgotten their fight, and join forces to pursue Ben. Billee, on foot, yells, Hey wait for me! and runs to the livery.

    Now, in the meantime Billee-girl was schemin on her own. She knew a healthy sweet young thing can't live by bread alone.

    Billee emerges from the livery stable on her own mount at the gallop.

    To play the tricky game of life a woman needs a plan. To play the game of love she needs a man.

    Ben has ridden Old Blue into the encampment of the cavalry. His three pursuers also gallop into the hands of the Army. Cpl. Blye summons Capt. Shipley from his tent, who dons his cap: Well, what have we here? Corporal Blye, put Sgt. Foggers, Henry J., U.S. Cav., under arrest immediately, and to Henry, You were supposed to be guarding the Army's gold.

    Henry salutes, Sgt. Foggers, Henry J., reporting sir! He took me as a hostage until I got the best of him; pointing at Ben, The foreign shoemaker, sir.

    Ben stutters trying to defend himself. Capt. Shipley, Well it fits. It was his tunnel. Sgt. Foggers, if this is true, the Army has lost a deserter and gained a hero.

    Shipley continues, Cpl. Blye, arrest Lewton Cole for the murder of Doc Quinlen.

    Cole: Oh captain, captain, sir. Self defense. See, Doc Quinlen found out that I found out that shoemaker and him was plannin that whole gold robbery. I was forced to do it to save the Army's gold.

    Capt. Shipley: Well, Mr. Cole, if what you say is true, you're in for a nice reward. Turning to the sheriff, Honest John, did all of this transpire as my sergeant and Mr. Cole have related?

    John: Ah yes, captain. You might say these men were acting as my deputies in the recovery of the gold.

    Shipley moves toward the sheriff, No reward for us professionals, eh, John? Of course, you'll get your recognition come election time. Corporal Blye! Arrest the foreigner.

    Ben: I am innocent. I am the only innocent.

    Capt. Shipley, laughing, They all say that, don't they John?

    Ben: I was the hostage.

    Sheriff, sharing the captains laugh: Ain't that terrible, captain?

    Ben: It is hopeless.

    Capt. Shipley: Hopeless, eh? You are asking me to doubt appearances. He points at Henry, The Army; at John, The Law, and at Cole, Professional enterprise. Corporal Blye! Haul him away. Careful, he's a dangerous man.

    Ben refuses to be handled: No man hauls Ben Akajanian. I walk free; alone. Thank you.

    As Ben is led away, the captain smiles at Henry, Sgt. Foggers, and walks toward him, Henry J., where is the Army's gold?

    Its in the saddlebag, sir, but there is nothing there except rocks. Get that shoemaker back here!

    Billee arrives at the camp. Capt. Shipley greets her, What a pleasure to see you here, Miss Billee.

    She points at Cole: Arrest that man, but the captain says, It turns out that it was a case of self defense.

    Billee says, I don't care about that. He forced his affections on me.

    Captain Shipley and Cole exchange smiles, Miss Billee, there is not a court in the land who would convict with a ravishing beauty like you for a witness. And who on the jury would not do the same thing if given the chance.

    Bens response to interrogation is stony silence. Everyone leaves to find where Ben has stashed the gold, leaving only Billee and Ben in the Army camp. Billee asks Ben, Do you trust me? Cole backtracks in time to see Billee gallop off, leaving Ben alone.

    Now Lewton Cole knew Billee had some mighty fetchin ways Ole Ben would tell her everything, and still get ninety days.

    Billee cantors to a spot in the desert near some boulders.

    Beneath the rock, beside the trail, that leads to Mexico, You'll find yourself a hundred pounds, or so.

    Its the Code of the West: every girl needs a dowry.

    Billee finds the gold and smiles, Now I've got you, Lewton Cole.

    The Code of the West, and it don't matter who.

    Billee loads two of the four bars of bullion into the saddlebag on Old Blue.

    The Code of the West, when a girl's pushin twenty, shes got to give plenty

    Billee picks up the other two bars, kisses one of them, and loads them on the horse.

    To end up with rice in her shoe.

    A hand holding a small bouquet of native goldenrod enters the foreground of the frame. Cole's voice: Hello there, Billee honey.

    Billee: You! What are you doin here? Cole: I just come lookin after you. Billee: You're after the gold. Cole: Oh well, that too, but uh, What about partners? Billee: What kind of partners? Cole: What kind of partners did you have in mind? Billee: Full time.

    Cole takes a moment to think over this proposition, then asks, You take me like I am?

    Billee melts, walks over to Cole, takes the flowers, smells them, smiles, removes Cole's hat, and kisses him. The two sink out of the frame, leaving the camera unfocused on the desert hills.

    The cavalry, seen from overhead, cantors on its way to the sound of a bugle. Cut to Ben sitting forlornly on a rock; Lavinia's carriage arrives, driven by her houseman, The Prince (Rupert Crosse). Ben, relieved, says Lavinia. I thought you would never get here. Lavinia smiles, and Ben gets in the carriage. They ride to where Ben hid the gold. The cavalry is also riding to the spot where the gold has been hidden.

    Cut to Lewton Cole donning his jacket, and placing goldenrod in the band of his hat.

    Well, Cole had a few other things left to do, He flowered his Stetson, and boarded Ol Blue.

    Billee (naked): Hey! Wait a minute! Where ya goin? Cole (on his horse): Durango. Thats the way I am. Bye bye.

    The rougher you treat em, the stronger they grieve.

    Billee, now dressed, reclines on a rock watching Cole in the distance riding off.

    And the longer they watch when you leave.

    The sheriff and the sergeant arrive at Billees location and circle her on their horses, but ignore her, asking each other where they are headed. Lavinia's carriage arrives. The sergeant yells to Ben, Hey shoemaker, are you gonna tell us where the gold is? Lavinia pulls a gun, points it at John and Henry, and says, Go and get it, Ben.

    As Ben gets out of the carriage, the Army arrives. Shipley demands, Where is the Army's gold?

    Ben: 'Where is it, Miss Billee?'

    Billee uses the goldenrod bouquet whose aroma she has been admiring to point toward Lewton Cole, who can be seen riding Old Blue on the rim of a distant ridge.

    Old Mexico is just ahead, so gambler move along. There ain't nobody there to care if you did right or wrong. You shot a thief, you found some gold, you stole a kiss or two, And the world's a better place because of you.

    Oh the Code of the West: When you're drinkin tequila, The Code of the West, toast the Red, White and Blue; The Code of the West, be good to your neighbors-- Your new northern neighbors-- Remember they were awful good to you.


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    That's the Code of the West!

    Roll the Cast of Characters.

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