The Sons of Katie Elder (1965) - full transcript

The Elder boys return to Clearwater, Texas for their Mother's funeral. John the eldest is a well known gunfighter and trouble follows him wherever he goes. The boys try to get back their ranch from the towns gunsmith who won it from their father in a card game with which he was shortly murdered there after but not before getting through the troubles that come with the Elders name.

[Train whistle]

[whistle blows]

hey, i'll bet you
10 bucks

the steps of that train
don't stop no more than...

1 foot from that line.

Would you try to show
a little respect?

5 bucks!

Cut it out, tom.

We're here
for a funeral.

[Train whistle]

which way is town?

Just follow
the road.

You can't
miss it.

You, uh,
you know him?


but i know
that type.

I don't like it.

What do you suppose
he's doing here?

We'll probably find out
soon enough.

Excuse me...

isn't anybody else
getting off here?

No, sir.

Well, i guess
he ain't coming.

Might as well go on
with the funeral

and get it
over with.

Oh, that's a good way
of putting it.

You two guys could have won yourselves 5 bucks apiece.


did, uh,
anybody else get off that train...

uh, besides


You know a man
name of john elder?

I know.
I know of him.

Would you be
afraid of him?


But you must be.

That's usually why
people hire me--

because they're
worried about somebody

or scared.

Don't go jumping
to any conclusions.

I didn't know john elder
was even in these parts.

he probably isn't,

so maybe all you'll have to do to earn your money

is just hang around
for a while

and then go back
on another train.


i don't care
what i have to do

as long as i get paid.

You'll get paid.

Go ahead.

Stow your gear
in the house.

What are you hiring
a gunman for, pa?

You're too young to remember john elder,
aren't you, david?

What do the elders
have to do with us?

Not the elders.

Just john.

Well, what does he
have to do with us?

When he left here,
you see,

this ranch belonged
to his family.

But this is our land.

I mean, we own this.

Of course it is,

Sure, it is.

It's just that
he might want

to figure it

We need this land.

We're going
to keep it.


that's a--a
peculiar way

to dress for
a funeral, isn't it?

Could turn out to be a lot more than a funeral.

Why, considering john elder didn't get off the train?

That still doesn't mean he won't show up.

No, no,
but even so,

the man isn't likely to shoot up his own mother's funeral,

at least, not without
a pretty good reason.

He might think he's
got a good reason.

Besides, there's that one that got off the train.


Ben, john elder isn't wanted for anything around here.

Remember that.

He's a gunfighter.

That puts him on one side and me on the other.

You taught me that
in the first place.

Almighty god,
we commend the soul

of our dear
and pretty sister

departed katie elder
to your care

as we commit her body
to the ground

beside her loved husband.

Katie elder--

a woman beloved of all,

a hard-working,

honest woman.

She helped in your work,
o lord,

in a thousand ways.

She was a friend to all,

a comfort to the sick.

She has left this world
a little better

for having lived in it,

and those who knew her
and loved her

are better
for having lived

in the warmth
of her understanding.

Katie elder lived here in
clearwater for many years.

All of us gathered here
today knew her well.

She raised four sons--

john, tom, matt,
and bud, the youngest.

She was a woman who wanted
nothing for herself,

wanted only to give
rather than to receive.

She devoted her life
to helping her family,

her friends.

Earth to earth,

ashes to ashes,

and dust to dust,

in the sure
and certain belief

in the resurrection
unto the eternal life.

O god, whose mercies
cannot be numbered,

answer our prayers on behalf
of thy servant's soul

and grant her an entrance

into the land
of light and joy

and the fellowship
of thy saints.



You know, she sold me
a blind horse once...

a woman,
doing that to me.

She really
suckered me good.

This is katie.

She was named after your mother.

She's a handsome baby.

I just thought you would like to know it.

There's one of you missing,
ain't there?

Yes, sir.
John, the oldest.

He moves around
a lot.

Well, if there's
anything i can do...

thank you, parson,
you've done plenty.

Done what?

Wrote a few

No--no, sir.

That was a real nice sermon you gave, sir.

It wasn't enough.

She belonged to have pretty words spoke over her,

and i didn't do it.

I thought you spoke
good, parson, real good.

Not good enough.

Not for her.

But i don't suppose you'd know that.


Hello, john.

You ought to have
better sense than that--

coming up behind a man.

You're as fast
as you used to be,

maybe faster.

Been, uh, getting
lots of practice?

Still haven't got a newspaper around here, huh?

No, but we have a gossip about every 20 feet.

Why did you come into town the back way?

You figuring
on trouble?

There's always somebody
looking for some.

Clearwater's no different
than any other town,

but that's one thing
i don't want, billy--


How long you
planning to stay?

Well, i don't know.
I just got here.

People usually let
you take your hat off

a-fore they
ask you to leave.

Well, i'm not asking
you to leave, john.

I'm just asking how long you figure to stay.

Is there any reason
why i shouldn't stay?

Well, uh, yes.

As a matter of fact,
there's a couple of reasons.

For one,
this ain't your home anymore, john.

You gave that up
some years ago.

Go on.

And two, another man
came to town today.

I understand he's real good with a gun.

Who is he?

I don't know.
He's a stranger.

But i understand
he hires out.

And three,
i've got myself a young deputy.

He's real conscientious about his job.

Am i wanted
for anything, billy?


Then i got
a good idea.


You send that conscientious young deputy of yours

to run that other
fella out of town.

Well, now,
i guess that'd be one way of doing it.

The only thing is,
he's not wanted for anything, either.

I come to town to see
my ma buried, billy,

and after that,
to maybe say hello to my brothers.

Any objections?

Well, no.


You want to see the boys,
go that way.

You won't have to
go through town.

The ranch
is over there.

Not anymore.

Morgan hastings
owns it now.

Kate was living in the lupin place when...

she, uh...


When did that
happen, billy?

Your pa was killed
about six months ago.

Who did it?

I haven't been
able to find out.


don't do anything

You've been trying real hard not to tell me something, billy.

What is it?

Hey, you know that man that didn't get off the train,

the one that you and
i ain't scared of?

What about him?

He's back.

How do you know
it's him?

He's a big fella--
about 6'4", 200 pounds.


If there's
any trouble,

make it look like

Now, nobody told me about john elder until i got here,

and i ain't about to
let him draw first.

You'll do nothing
unless i tell you to.

All right,
you tell me...

but i'll handle it
my own way.

I knew it.

Now the elders are
going to be asking

how we got
the old man's place.

Stick to your

I'll handle
the elders.

You know, it's not
going to be easy.

Nothing comes easy.

You want to
own a town,

you got to
put out something.

I was so little when
you and john left...

is he as fast with a gun
as everyone says?


When he was a kid,
he was the fastest.

I was afraid to be
in the same room.

But let me point
one thing out, kid--

that work doesn't
pay too well.

I recommend
my line of work.


Well, the hours
are better,

and you get shot
up a lot less.

Just the same,
i wish he'd showed up.

You can stop

He's here.



Been a long time.

Time ain't made you any prettier to look at.


It hasn't helped
you any, either.

Don't tell me
this is the kid!


I'm almost 18!

18, huh?

Bud's starting college
this year.

how about that?

When i went
to school,

if anybody got past 4 plus 4 is 8,
i cried.

Well, ma...

ma said she
wanted me to go.


You, uh, got here
a little late, john.

We just got back
from the funeral.

Well, i was
there, matt,

watching from a hill.

Katie wouldn't have
wanted any trouble.

Oh, it never
stopped you before.

How did she die?

Well, doc isdell said she just wore herself out.

She had a stroke
and couldn't talk,

then the preacher
wrote you them letters.

I came back to see her about three years ago.

Yeah, for money to put into that hardware business.

At least i came.
That's more than you did.

It didn't matter
to katie about me.

I never was
her favorite.

Well, it seems
that you and bud

were the only ones that saw ma in the last few years.

Like matt says,
i've been away, too.

Yeah, well...

is it true what
they say about you?

Only the bad things, bud.

How many men
have you killed?

You better
ask tom that.

He seems to know more about me than i do,

and that's
pretty smart,

considering we haven't seen each other for 10 years.

Well, i'm asking you.
How many?

What did katie
tell you?

Not mom,
other people.

[Wagon approaching]


Well, howdy,
miss gordon.

Hello, bud.

Miss mary runs
a boardinghouse.

These are my
brothers, ma'am--

hello, matt... tom.

Hello, john.

It's been
a long time.

Say, you're not that
skinny little kid

that lived next to
the fergusons, are you?


I'm the skinny
little kid

who lived next door
to the mastersons.

I hate to break in
on your grief,

but you'll need
some food.

Katie asked me
to look in on you...

if you came
to the funeral.

That's, uh, mighty
nice of you, ma'am.

I wasn't doing
it for you,

or any of you.

I'm doing it because katie asked me to.

She liked
that rocker.

She seemed to
have confided

a great deal in you,
miss gordon.

Maybe if she'd had some of her sons around her,

she wouldn't have had to confide in strangers.

She told me what
fine men you were--

never forgetting
your mother,

sending her money

helping her send
bud through school.

She was so
proud of you...

her tall sons,

for whom she kept
making up lies

so she could
hide her shame.

Blamed texas for
taking her sons.

"Texas is a woman,"
she used to say,

"a big, wild,
beautiful woman.

"You get a kid raised up to where he's got some size,

"and there's texas,

"whispering in his ear and smiling,

saying, 'come on out with me and have some fun.'"

"it's hard enough to raise children anyplace,"

she'd say,

"but when you got
to fight texas,

a mother
hasn't a chance."

That's why she
pushed bud so hard.

She let texas beat her with the rest of you.

She was going to see bud through college or die.

Well... she died.

Miss gordon?

Tell me,
why did she set so much store by this rocker?

Your pa gave it
to her as a present.

She wouldn't have swapped it for a diamond ring.

Well, thanks
for being so...

nice to her.

Nice to her?

More like she was nice to me,
or anybody.

She deserved better
from her own.

Miss gordon, we--

i see you're still
wearing your gun.

Anybody hungry?

Hey, i'll bet you 10 to 1 she's a good cook, too.

Oh. I'm glad
i didn't bet.

I'd have lost.

How did anybody
in this... family

ever get to college?

Well, i didn't want
to go to college.

It was either that
or jail.

For what?

They said
i stole a horse.

People are trying
to stick me

with things like that all the time.

Did you steal it?

I rode him, but i
didn't steal him.

Ma wouldn't
back me up.

She'd been after me
to go anyway,

so i went.

You went where?

To the school of mines.

It was september
the 3rd.

The train got to go

the week
before school started,

and i went
to colorado springs

and clumb pikes peak.


Well, it was there.

Just a minute.

You done what
to pikes peak?

I clumb it.

Not clumb. Climbed.

What's the difference?
I got to the top.

lots of difference.

There ain't no such
word as clumb.

about the horse?

She went
to a lot of bother

to get you an education.

Why don't you use it?

Why did you
steal the horse?

I didn't steal it.

I was in bed,

and i heard
someone talking,

so i looked
out the window.

It was old man hyselman
yammering at ma,

claiming i stole
his gray horse.

A gray horse?
What did katie say?

Well, she jawed
right back,

told him to go look
if he wanted.

They went in the barn,

and darned if he
didn't come out

leading his horse.

Ma hanging her head,
saying, "yes, sir."

Then she come in
all scared.

Ma scared?

I never saw her
like that.

She said he was coming
back with the sheriff

and i'd better get
out of the state.

I took off my pants,

put on my blue suit,

and left
on the train.

That ain't
much of a story.

I liked the part where he changed his pants.

I was just starting
to get interested.

Oh, very funny.
Ha ha.




how long did ma
live here?


we moved over
just after pa died.

1,200 acres of the best land anywhere.

I wonder
why she sold.

A woman couldn't run a big spread by herself.

It must have
brought some money.

Let's go to the bank,
settle up.

We'll split it
four ways.

3 1/2 would be
more like it.

Bud needs money
for college.

I ain't going
back to college.

I'm going with him.

There's just one little thing you're forgetting--

you ain't been invited.

I'd take you
with me,

but i don't know
where i'm going.

I ain't going where i've already been.

I can take care
of myself.

What do you say we settle everything first

and talk about him

Now you're talking.

First we better
find out

if she left
any debts.

What debts?

The funeral,
for one thing.

Which one of you
paid for that?

She probably owes
a debt at the store.

That can't
be much.

Tom, i'm going
to hyselman's.

You and bud
go to peevey's store.

Matt, you talk
to dr. Isdell.

We'll meet
back at the bank.

Well, howdy, bud.

You don't look
any different

than when you first
went to college.

I expected him
to come back

with a flat hat
with a tassel

and wearing glasses, maybe,
and looking kind of smart.

Mr. Peevey, you remember
my brother tom?


I was sorry to hear
about your ma.

There ain't much
a man can say,

excepting i miss her

as much as i'd miss
my own ma.

We came to see
about ma's bill.

We'd like
to settle up.

Oh. I think
i have it inside.

Come right in.

Let me see now.

Here it is.

how much is that?


I'll cut you for it.

High card,
double or nothing.

Hey, ma!

Yes, sonny?

How much were those dresses
katie elder made?

I thought
you paid her.

No, dear. I haven't
paid for them yet.

Why not?

The elder boys
want to settle up.

4 dresses,
2.50 apiece,

and 2 guitar lessons
at 50 cents apiece.

4 dresses
at 2.50 apiece

and 2 guitar lessons at 50 cents.

That means
that i owe you


Your ma
took guitar lessons?

I figured,
in her old age,

she could
earn a living

playing the guitar
in the saloon.

Want to hear her?

No, thank you,
mr. Peevey.

Some other time.

Oh. Don't forget
your money.

Thank you.

Drop in anytime.

I wish
i could tell you

that you owed me
a hundred dollars,

but you don't.

She came in here
one day

with a big gray
horse to sell.

She said, "henry, go
get your gray horse."

Well, sir, they made
as pretty a matched team

as you ever want to see,

so i said, "what's
your price, katie?"

She said, "one funeral."

And i--i said, "whose?"

She said, "mine."
That's the way it was.

That the same gray horse that bud stole?

You heard about that?


Katie and i
rigged that up

to scare bud
into going to college.

I put that horse
in her barn myself

and come back yelling
like a comanche.

Her screaming back at me
like she was--

oh, she was a wise one,
your ma.

And my dad...

you buried him,

Didn't you, henry?


High-spirited, he was.

He wasn't a man
to back down to anyone.

I remember the time

he was challenged
by old thad to a duel--

your daddy being
the challenged body,

he had
choice of weapons.

It being
the 4th of july,

he says,
calm as you please,

"i choose
roman candles."

Well, sir,

they stepped off
the 10 paces,

lit the roman candles
with the cigars,

they started popping.

Old thad
dark as thunder,

laughing and yelling.

Blue and red
balls of fire

bouncing off him.

Him laughing so hard,

he's missing thad
by 6 feet.

Finally, one of those
balls of fire

landed in your daddy's

He grabs his bottom,

ran for the watering

and set down in it.

Ha ha ha!

It was the funniest duel
i ever saw.

I declare it was.

How'd he die, henry?


from what i could see,

it was from being
shot in the back.

Did anybody ever
find out who did it?

I don't know anything
about those things.

Better ask billy
or ben latta.

All right, henry.

I figured
he'd go to the bank

and maybe to the store.

I wonder what he was doing
at hyselman's so long.

You want me
to ask him?

Yeah. Wouldn't hurt
to ask.

But just talk.


mr. Venner.

Come in.

Looks like you were
expecting us.

I thought
you might stop by.

Yes, sir.
We came over

to settle
the estate.

There's nothing
left to settle.


She didn't leave
a dollar.

She had money
here last year.

She paid
for my schooling.

She must have
left something.

She must have
gotten something

of the old place.

what she told you?

She never
said anything.

I took it
for granted.

Where'd she
get her money?

Fine time to start worrying.

I watched her struggle
for years--

giving guitar lessons
for coffee,

fancy sewing to pay
for your clothes, bud.

Never a word out of her,

except to praise you.

Have you looked
into her closet?

At her clothes?

I'll tell you
what you'd find--

one blue dress
for winter

and one gray dress
for summer.

What about
the lupin place?

She didn't own
the lupin place.

I--the bank
let her have it

for a roof
over her head.

Of course she paid rent.

Oh, katie wouldn't take
anything off of anybody.

Not with her sons
sending her money.

Now, if you plan
to stay on here,

you'll find that...
clearwater's changed.

Big business coming in.

We don't want any bad reputations around here.

Good day, gentlemen.

Mr. Venner,

what did she do
with the money

she got
from the ranch?

Ma wouldn't just give that spread away.

I wouldn't
know about that.

Did you keep records?

We had a fire.

Sorry, but i can't remember every transaction.

Good day.

Every transaction
or just this one?


i'd be obliged if you'd
use the front entrance.

Your time will come

to be carried out
the other way.

What was john elder
doing in here?


Anyway, i don't see
it's any of your affair.

I'm making it
my affair.

Who are you?

Mr. Hastings
wants to know,

and he sent me
to find out.

I don't care if mr.
Hastings wants to know.

Oh, yes. I can see

where mr. Hastings
might be worried

about what i might be
talking about

with johnny elder.

So you tell me,

No, i won't.

Get out of here.

Ha ha ha!

Ha ha ha ha!

Ha ha ha ha!

Ha ha ha ha!


You all right?


Who is he?

I don't know. I never
seen him before.

He works
for morgan hastings.

He wanted to know what we were talking about.

Morgan hastings?

He's a man who moved in,

bent on taking over
the whole county.

He owns your ma's
old place now.

i came back to...

ask you if you'd see after mom's grave

when you
have a chance.

No, no. I'd be obliged
if you'd keep your money.

Looking after katie
would be a privilege.

Thanks, henry.

Thank you.

It take you
that long

to give him
a couple bucks?

Let's go take a look
at the old place.

What for?

Let's say i'm homesick.

Boy, everything sure has changed,
hasn't it?

Remember we used
to fool around

on that
big old barn?

Tom, i was only a kid

the time you fell
from the loft.

You weren't even born.

Besides, i was pushed.

Somebody always kept pushing me out of that loft.

That's 'cause
you bounced so good.

Everybody in the family
kept bragging

about how good
you bounced.

Well, let's bounce on down.


This here
is private property.

We're looking for a man
named morgan hastings.

That's my father.

But he's not here.

He won't be back
all day.

Then maybe you could
give us some information.

See, this place
used to be ours,

and now it's yours.

We'd like to ask you
some questions.

I won't answer
any questions.

You better get
off this property.

Wait a minute, sonny.
Don't get riled.

We're not--

i'm ordering you to get off this property.

Having trouble,


No trouble, mister.

I'm john elder,
and these are my brothers.

I ordered them
off this property,

and they won't go.

not strictly true.

I won't take any more
trouble from you.

Any more trouble?

Him, he worked
a fella over in town,

and now you won't leave this man's property.

Well, either
you'll leave peaceful,

or i'll put you all
under arrest.

Now i don't think
we'd take too kindly

to being arrested,

That ain't going
to make much difference

one way or the other.

See? Now we ain't

You're going to be in serious trouble,
resisting an officer.

We're going in
with you, mister,

straighten this out,

but we ain't going in
looking guilty.

Get on your horse.

We'll be back.

Billy. Billy,
you got to see this.

Come on, come on.

What happened,

He got a little

I ordered them
off the hastings place,

and they jumped me.

We came in to straighten this out.

He had no right
arresting us.

He's wearing
a badge.

We weren't looking
for trouble,

just some answers.

Next time it might
be a good idea

to wait
till i tell you

to light out
after somebody.

All right, you elders,
take off.

Go on. I'll talk to billy.

I'm going with him.


Ever since i got home,

somebody's either
asking me to leave

or pulling a gun
on me.

You can't expect
a gunfighter

to be treated
like a hero.

I'm no gunfighter.

You're his brother.

I've seen unfriendly
towns before.

I can handle that.

At katie's grave,
you said

the last thing you wanted was trouble.

It's up to you, billy.

You drive me out,
i'll be back.

That goes for me, too.

Why can't we get
straight answers?

Why didn't you tell us

bass was shot
in the back?

Does it make
much difference

which direction the bullet came from?

Yes, if you're
trying to find out

whether he was
murdered or not.

Well, uh, what
do you want to know?

What happened
to our old place?

If pa sold it, there'd
have been some money.

Not if he
gambled it away.

Is that
what happened?

Hastings says so,

and i see no reason
to doubt him.

He had six witnesses
to prove it.

Your, uh,
your pa must have been pretty drunk.

He was going to be a better provider for katie,

win a fortune
for her.

I don't know how
she put up with him.

She loved him.

That was enough
for her.

We all loved him,

It's just that when he
got to gambling,

hitting that bottle...

how long after
that card game

was he shot?

Same night.

Well, now,
wouldn't you say

that was a little
coincidental, billy?

Well, now, uh...

even if i did,
i couldn't prove it.

- Maybe we can help you.
- I don't need any help.

And isn't it
a little late

to be wondering
what happened?

Who shot him, billy?

John, uh...

stop digging around.

All it'll get you
is trouble.



Miss gordon,
i, uh...

want to talk to you about, uh,
katie's things.

Didn't have much,

but we'd be pleased,

and i'm sure she'd want you to have...

anything of hers
that you liked,


the rocking chair

and things
like that.

thank you, john.

I'd like that
very much.

Fine. Well...

i'll bring them by.

I can't stand a man

that forces himself
on a girl

who wouldn't be caught dead with him.

They're sure a fine pair,
mr. Hastings.

The finest.

Southern hospitality, huh?

Sorry, sir.

I was just
feeling the balance

of this
beautiful weapon.

Finest brace of dueling pistols ever made.

You're two
of the elder boys.

That's right.

I'm sorry
about your mother.

She was
a wonderful woman.

Just wonderful.

Thank you.

After your father
lost the ranch

and passed on,

i offered to pay her
for the ranch,

but she wouldn't
hear of it.

Well, now, why
would you do that?

Guilt, mr. Elder.

Yes. Guilt.

I wanted the ranch,

I needed it.

This town can grow and become important,

but it needs water power for a mill.

The ranch had
the water power,

but i...
intended to buy it,


win it
in a card game.

Well, mr. Hastings,
no offense meant,

but could we
see the paper

that transferred
the ranch?

Certainly. Of course.

You have every right to.

Why, it's right here.

Yes. Here it is.

This is where your father made his mark.

He couldn't write,

And the signatures of the other witnesses.

You're one of these

Of course.

All the rest of these witnesses work for you?


What was the game
you were playing

the night
dad lost the ranch?

The game?
Oh, blackjack.


You sure
it was blackjack?

Of course i'm sure.

You know what pa
always told us--

he wouldn't be caught
dead playing blackjack.

Shoot the first
one of his kids

he saw playing it.

it was a woman's game.

Tell me, mr., uh, hastings,

you know all the people
in this town.

Who do you think
was the dirty rat

that killed our pa?

Why ask me?

Well, we aim
to find out.

The way
i remember it,

we started playing
blackjack with pa

when we were 3 or 4.

Yeah, well,
we know that,

but hastings doesn't.


Hey, bud.

"Katie duane...

born ohio." No date.

"Married bass elder,
september 8, 1850,

clearwater, texas."

We better keep this.

Let's raffle it off.

So we'll give half the money to the parson.

Listen, i think we ought to get her a nice stone

for her grave.

A big stone
with nice writing,

what you call a...

a monument.
A monument.

- She'd like a monument.
- Why spend money for a hunk of stone?

it seems to me

there ought to be something to remember her by.

The ritters
got their mother

a marble angel
pointing her finger.

At who?

Nobody. Pointing up,
like this.

O.k. a marble angel.

Does it have to
be an angel?

Besides, take
the ritters' angel--

some kid shot
her finger off.

Now it looks like she's shaking her fist.

How about
a marble lamb?

How about a horse?

A horse?

For a grave?

ma loved horses.

Not th much.

How'd you like a horse atop you for all eternity?

What's happened
to all of us?

You said she'd like
a monument.

But not that kind.

She wanted one of us,
her family,

to amount
to something.

Well, she sure drew
a flat blank zero.

Not yet.

Not if bud goes
back to school.

Wait a minute.

That's the monument
she wants.

One of you go and
amount to something.

It's too late
for us.

I'm not going to be
no monument.

I'm going with you.

We'll be famous
like the dalton brothers.

they're famous,

but they're just
a bit dead.

They were hung.


We keep the book.



Good evening, mary.

I, uh, brought
the things.

Come on in.

This is a nice room.

Thank you.

How about...

right here?

That's fine.

This is very thoughtful of you, john.

Whenever i sit in it,
i'll think of katie.

I brought
your things back,

and also...

we thought you
should have this.

But it's
your family bible.

You keep it.

No. A lot
of the places i go,

it wouldn't fit in.

All right.
I'll keep it,

but it's yours whenever you want it back.

These are yours,

I know they weren't meant for an outsider,

but, well,
katie wanted me to know about you.

I don't mind.

You stopped writing
so long ago.

One of her
real pleasures

was reading over
your old letters.

After learning them
by heart,

she gave them
to me to read.

It's amazing anyone
could read them.

My handwriting isn't exactly a thing of beauty.

But what you
wrote was...

at first.

Then i began
to notice a change.

Your ma never did,
but i did.

Everybody changes.

Not the way you did.

When i began hearing
things about you,

it wasn't even the same man who wrote those letters.

You're hunting who killed your father,
aren't you?

I sure am.

Whoever killed bass probably stole the ranch from katie.

That's the least
i can do for her.

Why, so you can even a score,
kill again,

in front of bud

so he can idolize
his tough brother?

Don't let bud
worship you

you're a killer.

All katie wanted was bud to go to college,

to make the elder name stand for something.

I'll be leaving now.

Thank you again
for this.

Why wouldn't katie want me to find bass' killer?

Because all that means
is more killing,

and katie
hated killing.

Bud, how much money
you got on you?

Where would i get any money?

You got nearly 5 bucks from peevey.

Spend my own money
for a drink?

Pa would leave
his grave.

Never spend your own
money for booze, kid.

Watch me.
You just watch.

Two whiskeys.

Thank you.
Thank you, sir.

Well... down.


Yes, sir.

Hey, can a fella get a drink on credit around here?


I'll get us
another drink.


a beauty.

We'll get a drink

'cause we're
having a raffle.

Raffle what?

My eye.
My glass eye.

Who wants a chance
on a made-to-order eye?

Now, wait a minute.

If you're that thirsty,
i'll buy the drink.

Thanks, but you
wouldn't accept a drink

if you couldn't
return the favor.

Certainly not.

All right.
50 cents a chance,

just 4 bits
to win a $22 eye.

Why not?
I always wanted a third eye.

You want to play poker or kid games?

Kid games.
I'm losing money.

I'm in.

All right.

Don't touch it, now.
Look but don't touch.

I'm in.

Yeah. Lay that
money down here.

Never seen
such a thing.

That's 9.

I got 7.

Well, that's 17,
18, 19...

$9.50. I need
one more

an even 10 bucks.

There it is.
I want that eye.

All right!

Now, let's see.

We need 19 white chips and 1 blue one.

The man that draws the blue chip is the winner

of that beautiful
little eye.

Shake them up
good, bud.

Who was first in?

I was.

You get first draw.

Let's see who's
the lucky winner--

well, let's see
who's going to win.

Get in there.

This tall, good-looking gentleman,
go ahead.

See what you
come out with.

Don't just
stand there.

Ha ha ha!

Seem to be
all white chips.

Hold it, hold it.

This gentleman
took two chances.

You're entitled
to two draws.

May lady luck
smile on you.

Let's see...

he got it!

I got her!

Give me my eye.

It's over there.
It's over there.

You know, i might
just have it made

into a stick pin
for sunday.

Ned, how much will you take for it?

Take for
my peeper?

You'll profit.
How about $3.00?

No. She's my
good luck piece.

There goes
my wedding.

My girl saw me with my patch once.
She turned away.

You look
all right to me.

Pretend you're a girl,
and you'd understand

it spoils my manly beauty, right, boys?

Sell it back!

All right,
all right!

I'll sell her,
but $5.00.

Split the difference and i'll buy you a drink.


for the gentleman.

Give me one
and one for the kid.


Just a min--

aren't you going to
put it back in?

Put it back?
It'd be a little crowded in there.

Ha ha ha!

Maybe that's
funny to you,

but not to me.

I say you're a liar
and a cheat,

just like your old man.

You knew my old man?

Well enough
to say that.

He was a drunk, too.

You're lying!

- He's a kid, curley.
- Stay out.

Guess he thinks
he can ride along

on his brother's

Frankly, i don't think so much of his brother, either.

he ain't armed.

But i am.
Stay out, bud.


I don't think
he's got the nerve.

Give him a gun.

He didn't mean

He called me
a liar.

All i did
was tell the truth.

Take mine, kid.

Go on...

pick it up.

Heh heh heh...

he comes from
a no-good family

that don't have
the nerve--


this guy just called pa a liar and a drunk.

That invitation
to pick up a gun

still hold for
johnny elder?

You got a chance

to prove you don't think so much of him.

Tom, get him
out of here.

Not till he eats
his words.


didn't you hear me?

He called pa
a liar and a drunk.

Well, i reckon
that's what he was, kid.

Now, keep him out.

Heh heh,
heh heh heh...

heh heh heh...


get out.

Night, boys.

Where you going,

Finish your game.

Hey, bud, ain't you
going to eat?


How can i eat

when i think of what that skunk said about us?

And him,

the big gun everybody's
always bragging about.

Well, he slunk
with his belly dragging

lower than anyone
in the place.

Shut up.

I won't shut up!

If you wouldn't,
why not let me do something?

He'd have chewed you up
and spit you out.

You'd have been dead

before your hand
got halfway to that gun.

Another thing--

katie'll have something to show for her life.

You're going
back to school.

No, i ain't.

Oh, yes, you are

if i have to
hog-tie you.

I won't learn

I can't make you
do that.

Anyway, you don't want to tag along with me

after i've muddied
the elders' name.

No, and that's
for sure.

This was ma's,
and now it's mine.

I'm getting that guy.
Who's coming?

You're not going

You going
to stop me?

You bet i am,

and that's
for sure!


What the hell
did you hit me for?

You stood there
and let him hit me.

Oh, kid...


i got him!
I got him!

I got him!

You got him?


Stay out of here!




I'm right sorry i missed the start of that.

Doing your spring
housecleaning, eh?

No. We're just
getting acquainted.

Haven't seen each other
for some years.

I'm looking for kate elder.
Is she about?

Well, this is
where she lived.

We're her sons.

She died
a few days ago.

I am sorry.

I extend my sympathy
to y'all.

Thank you.

I never met
mrs. Elder,

but i got a letter from her about a month ago.

Since i had
business here,

i decided to
pay her a visit.

I'm sorry
i got here so late.

This is some letter.

Care to read it?

"Mr. Charlie bob striker,
pecos, texas."

That you?

It is.

Well, this is matt,
bud, and tom,

and i'm john elder.


"Dear mr. Striker.

"It has been told to me that you have too many horses.

"If this is true,
you have my sympathy

"as i have been horse-poor
myself in the past.

"If you are still in this
predicament in june,

"i may be able
to help you out

"and take 100 or even 200 head off your hands,

"provided you're prepared
to deal on credit

"until i can resell them.

"I am interested
in good, sound stock

"but nothing fancy,

"and i would like to hear
your rock-bottom price.

"Yours truly,

kate elder."


Sounds like
she had more brass

than a kansas city
fire engine.

It struck me funny.

The more i read it,
the funnier it got.

Finally i figured i'd done a lot of fool things in my day,

but i hadn't done any lately,
and i'm overdue.

I'm sorry
i got here late.

- You and ma would've made a lively team.
- Well, thanks.

Why not
come on in?

Thanks for
your hospitality,

but my bad knee wants me to stay right here.

I'll be running along.

Nice meeting you.

I've got a proposition
for you, mr. Striker.

I wouldn't blame you
if you turned me down.

Wouldn't hurt
to hear it.

I'd like to take
those 200 head,

run 'em up
to colorado,

sell them
to the miners.

But i've got the same trouble mom had--no cash.

I'll give you half the profits for trusting me.

Well, what about the rest of you?
You in this, too?

We ain't
been asked.


Are you telling
or asking?


Well, sounds crazy enough to work.


Just one thing--

we using the money
to keep him in school?

Seems to be
the idea.

In that case,
i'll chip in a couple weeks.


You know you almost
broke my jaw?

I was trying
awful hard to.

That's what it seems to take with some people.

Well, i guess you
made up my mind.

How about it?

If i was doing it
for your mother,

i might as well
do it for you.

Come to pecos and
the horses are yours.

Thank you.

Starting when?

Take us a little while--
couple hours.

I'll be waiting.


Well, come on.

It's your move, billy.

one of these days,

i'm going to
beat you.

Well, i wish you would.

After losing eight
games in a row,

you ain't much of
a challenge anymore.

Where have you
been all day?

I been to
the u.s. marshal's office.

Take a look at this.

Maybe that'll prove i wasn't
just jumping to conclusions.

Tom elder's
wanted for murder.

What gave you
the idea?

I did.

He knew enough about tom elder to send me looking.

I figured tom
for a lot of things,

but never murder.

He's an elder,
isn't he?

Takes more than a man's name to make him guilty.

Well, there's
your proof.

That proves
he's wanted.

It doesn't prove
he's guilty.

You're working out of pure hate, ben.

That's why they
took your gun.

Seems like i can't do anything right for you, billy.


the trouble
with you is

you're like an owl.

The more light
you shine on him,

the less he sees.

Where you going?

I'm going to
get tom elder.

Not armed like that,
you're not.

Go reluctant.

Not like you enjoy
the idea of using that.

I'll go myself.

There are four
of them.

I can count, too, ben.

Ben's right, billy.

You'll need help.

You, uh, figuring
on coming with me,

or are you suggesting i take along that new man you hired?

He's a good hand.

What are you trying
to keep the elders

from finding out,
mr. Hastings?

Well, i'm--i'm just
trying to help.


Just trying to
put us on the map,

make us all rich.

A man can grow
with a town, billy.

Or die...

like bass elder.


ben, you better
come here.

What's up?

Billy's horse just came in without him.

Let's get a posse
together, harry.


He's still

You and roy, take him
to doc isdell.

Meet us at the river.




Hah! Hah!


Hyah! Hyah!


Go get him!






You were pretty good
today, kid,

pretty handy.

Where did you
learn that stuff?

Not in college.

All we're trying to do is make you rich and respectable.

You fight us
every step.

I don't want to be rich and respectable.

I want to be
like you.

He sassing you again?

I don't know
what to do.

Ain't you got no respect
for your elders?

That ain't funny.
I heard it before.

Katie would bloody our backsides with a birch

for talking back.


Well, which
one of you

is man enough to fill in for ma?

Oh, no.

Oh, no.
You wouldn't.

No! Hey! No!

Aw, come on!

Let me--hey!

Put me down!

Well, fellas,

i thought
i taught you better

than to take a bath
with your clothes on.


There's a posse
up there.

What do you suppose
they're after?

It can't be us

unless they think
we stole these horses.

That's ben latta there.
They must be after us.

What will we do?

We've done
nothing wrong.

We won't
act like it.

We'll pick up
these horses

and start out like we're just passing through.

There's four of them.

It's the elders,
all right.

Hold fire!
I want them alive.


I'm all right.

What's this for?

Stealing horses
is against the law,

ain't it?

So is shooting them.

We got these legal,
and we can prove it.

I don't expect
you all to believe us,

but billy will.

Then why did
you shoot him?

Billy's shot?

Shot, but not dead.

He'll tell us
who did it

when he tried
to bring tom in.

This doesn't make sense.

If we were running away
and had shot billy,

why would we stop
to pick up this herd?

And bring them back
through clearwater.

Throw your guns
on the ground.

Well, do as he says.

More killings
won't prove anything.

Couple of you
tie them up.

We got
all them horses.

Their legal owner
will find them.

We got a letter
from the owner.

That don't help billy.

We didn't do it.

Billy just happened to be at the lupin place when he was shot.

The lupin place?


If they try
to get away,

shoot them.

I'm making you
a present.

You can have
the good deeds.

I don't want them.

What good deeds?

A good deed for ma.

Ain't that
why we're here?

We're here because
you got in a jam

and got yourself on
a "wanted" poster.

You make it personal

for a man that's been
in a few scrapes himself.

Tell us what happened.

Some bartender got sore because i was raffling off my eye.

He started banging
away at me with a .45.

Well, that makes it

Why didn't you stand trial and clear yourself?

Because it's his town
and i'm an outsider.

Let me have
that rope.


Drag them out.

We ought to hang them.

Yeah, get a rope
and hang them up.

Let's drag them out.

Yeah, drag them out
and hang them.

Let's drag them out.

Let's hang them.

How's billy?

I don't know.

You think
we did it, too.

I don't know
what to think.

If only you'd gone away
right after the funeral.


let's go get them!
What do you say?



Seems like everybody
in this town's

made up their mind.

Go on home, mary,
and stay home.

I don't want you
around here.

Billy's dead.

Go on.

Did he--

did he say
who shot him?

He never opened his mouth
to say you didn't.

Get a rope!

Let's hang them!

Somebody get a rope.

Get a rope!

I told you
to go home.

What about that mob?

They had feelings
for billy.

It wasn't billy's way
to lynch a man.

Four men.

Three men and a boy.

How can you be sure?

they're not guilty.

They're convinced.

They'd be the ones
on a jury.

You arrest them.

You don't judge them.

Get the marshal
or get them to laredo.

Quit telling me
how to do my job.

Come on!
Let's get them!

Did you see the way them people are looking at us?

Yeah, i saw...

and we're getting
out of here.

You figure on
doing it different?

They come to feed us
in the morning,

we'll get the key.

How's it look?

Not good, judge.

Better set their trial for morning.

Pick a jury
out of that mob?

That's not justice.
That's murder.

We got enough
of those, charlie?

No, we ain't
got enough.

Them guns ain't going
to stop no mob.

You want
to let them in?

Don't you
talk to me like that.

Me and billy
never lost a prisoner,

mobs or no mobs.

He broke them up

and without no guns,

I seen him do it,

but, then, you ain't
no billy wilson.

He didn't mean
anything by it.

Why don't he
use his head?

If he was a patch
on billy's shirt,

he'd get those boys
out of town

before it's too late.

Take a look out there.

Them's friends of yours
up until now,

but pretty soon

you'll be
shooting bullets at them.

We'll move them.

We'll move them
to laredo

in the morning.

Tom, somebody's

I guess they
changed their mind.

Yell out to one
of them deputies.

Tell them
you're sick.

What's the matter with you?
Want your neck stretched?

We're going
to face it.

I ain't facing
no lynch mob.

You ran in new orleans.
That's why we're here.

We're not running again.

Katie's not
losing this one.

We're the ones
in trouble.

I suppose she wasn't?

She tried to raise
her kids the right way.

They didn't turn out
the right way.

Nobody's making
any decisions for me.

I'll make my own.

Sure. You can buy her
an angel or a lamb,

pay her off with
a slab of marble.

You can make
that decision,

but i'll decide
this one.

If we all get killed,

nobody's going to run.

Katie wins this one.

Come on.

You're going to laredo.

If you make
one wrong move,

you'll get the same thing
you gave billy.

You got
the shackles ready?

All ready.

All right,
you two over here.

I don't want to be
shackled to him.

Kind of late to be choosy about your friends.

Get a leg up.

Make sure
they're tight.

Raise your right hands.

You swear to act
as deputy sheriffs

and uphold the laws
of the state of texas?

Say, "i do."

I do.
I do. I do.

Get in
that wagon.


Let them get on the bridge,
and they're all yours.

I don't trust
them guards.

The drivers
are on our side.

They've got
their stories straight--

"we were ambushed
by the elder gang."


What's the matter?

Why are you
stopping here?

To rest the horses.

Hey, ned,
what's the matter?

Resting the horses.

To rest the horses!



put your hands up, ben.

You're wearing
a badge.

So was billy.

Drop that rifle.

One gun won't hold them off very long.

Ben's got extra guns
in that rig.

Think you can
cover us?

Three shots' worth.

Think you can keep underwater with me far as that rig?

If i can't,
just hold me under.

Then let's go.

I knew you were going
to mob those boys.

Inside i knew it.

Sure you did, ben,

but they
had it coming.

Hold it!



Use the horses
to get back.

Now keep in step,

or we'll get tangled
and go down.


All right, curley,

this is what
you were hired for.

I don't want them elders
getting out alive.


All set?


They got ahold
of ben's guns.

We'll never get them
out of there.

I'd like to blast them
out of there.

There's dynamite here
in the gun box.

I don't like it.

It's too quiet.

let's get back.

Cover me.


Look out!



let me help you.

No, please, i--



i wish...



i--i wish...

here they come!




I'm hit.

I'm hit!


John elder!
Throw me a gun!

I'll help you!

Ben's going to help them.

Stupid fool.

Hey, no, dad.
That's ben!


come on.

Hastings is leaving.
Let's go.

What will we
tell them in town?

We were ambushed
by the elder gang.

Now let's go.
Let's get out of here.



Let's get out of here
before they come back.

We're going back...
to town.

Are you crazy?

They'll kill us
the minute we get there.

We ain't gonna run.

I am.

How are you
going to do it?

There's one wagon,
and bud needs a doctor.

I'm taking him back.

I'll get the buckboard.







Get bud in the barn.

Hold it, bert.

Go on home.
Get out of here.

Wait a minute, kid.

We're going to
need a doctor.

Go get doc isdell.

Go on, jeb.

Be quick about it.

Take off
these leg irons.

Theirs first.

Yes, sir.

Where are you going, son?

Doc isdell's.
One of them's hurt.

What's your hurry?

My pa's in there.

Let the boy go.

That's it, harry.

That's far enough.

What do you want?

First off,
i want you to surrender.

Then i'll let
the doctor through.

We get the doctor,

or you're going to
come up short a blacksmith.

Do what he says,

Not till we see you
out here first!


We can't trust him,

We can trust your deputies
to shoot us up.

Your gang killed a lot of good men doing their job.

My gang?

Then who killed matt,
shot bud,

and blew up the bridge?

Well, what about billy?

How long does it
take a man

to ride to pecos, harry?

8, 9 hours.

When did you
last see billy?

We were playing chess
at 9:00.

We can prove
we were in pecos at 9:00.

Send for the marshal,

We'll give ourselves up,

but not to you
or anyone in this town.

But you get that u.s. marshal from laredo,

and we'll come out.

How am i going to get
a u.s. marshal here?

I don't know.

Telegraph him
or go get him yourself,

but get him.


go on in, doc.

Over here.

All right, out.

What happened?
What happened?

One of them's wounded,
the kid.

I want you men
to break it up.

Those men
are my prisoners

the same as if they were
in that jail.

The u.s. marshal
from laredo will be here,

and any man starting trouble
will answer to him.

Break it up and go home!

Come on, son.

Go on!

I've done about
all i can for him now.

You'd best get him over
to the boardinghouse

as soon as you can.



Don't worry about him.

He'll pull through.

We'll see
he gets raised right...

you and me.

What if the marshal
gets here first?

It's their word
against ours.

Who'll take
a gunfighter's word

against a
respected businessman's?

What if one of those guards
breaks, pa?


Only a weakling breaks.

They won't talk.

Not in here,
you idiot.

You want to
blow us all up?

Curley smoked in here.

You ain't curley.


Dave... he never did answer any questions for us.

We got all the answers
we'll ever get.

Yeah, but it's
worth a try.

You're not going.

You step one foot
outside that door,

and you're dead.

You're not going.

Did, uh, doc isdell
say anything

about changing the--

you make one move,
and you're dead.

Do as i say.





All right.
There's one left for you.

Now move.


[Uncocks gun]

here's a present
for you.

Now get your answers.

I'm going to give you some real good advice, mister.

This is no time
for lying.

Who ambushed us?

I don't know.



Answer me!
Who killed my brother?

I don't know!

Talk! You were there
when ben got it.

Who ambushed us?
Who murdered matt?

I don't know!
I didn't do anything!

I didn't--


When i let you
breathe again,

you better come up
with the right answers.

[Breaks glass]


I didn't tell them.

I wasn't
going to talk.

I wasn't
going to talk.

Drop that gun,

B-but they shot at me.

They got dave
in there.

Get him out.

I didn't tell them.

Didn't tell them
what, dave?

My father...

he killed ben.

He killed him.

And my dad?

Your father...

found out
he was being cheated.

And billy...

kept getting
closer to the truth.

Billy, too?


Give me that gun.

I represent the law
around here now.

We'll take care
of hastings.

I don't want any trouble
with you, harry.

[Tom] i wouldn't argue with him.


This is something i have to do myself, harry.

Get doc isdell
for tom.


[glass breaks]





Bud's in here.

Is he all right?

Doc says he'll need
lots of care.

He'll get it.

And tom?

Doc's with him now.

Tom said it'd take

more than one bullet
to kill him.

He's in here.