Uphill All the Way (1986) - full transcript

Two unemployed good ol' boys are mistaken for a pair of notorious bank robbers.

♪ Is we going somewhere
or is we ain't ♪

♪ Is that a rainbow,
or is it only rain ♪

♪ Is a new day coming

♪ Or is just more of
the same old thing ♪

♪ Is that the shadow
of a golden goose ♪

♪ Or just the buzzard's wings

♪ I got holes in my
boots on my feet ♪

♪ From just getting nowhere
at such amazing speed ♪

♪ I got holes in my pocket

♪ But my pocket
don't really care ♪

♪ 'Cause nothing worth
nothing ever goes in there ♪

♪ Is we going somewhere,
or is we ain't ♪

♪ Is that a rainbow
or is it only rain ♪

♪ Is a new day coming

♪ Or is it just more
of the same old thing ♪

♪ Is that shadow
of a golden goose ♪

♪ Or just a buzzard's wings

♪ Is we going somewhere,
or is we ain't ♪

♪ Is that a rainbow

♪ Or is it only rain

- Booger!

♪ Or is just more of
the same old thing ♪

♪ Is that the shadow
of a golden goose ♪

♪ Or just a buzzard's wings

- If this ain't the cheese.

I wonder where we are, Ben?

- I don't know,

that sign over yonder
says Matterhorn Switch.

- I hope it's in
walking distance.

- It damn sight better be.

Then what Ben?

Trust in
human nature, Booger.

I'll think of something.

- Let's hear it for
the roughriders.

- Oh look!

Some nice gentleman
bought us some beers.

Thank you so much.

Don't mind if a do.

All right, everybody ante up.

- Too rich for me,
I'm just gonna watch.

- Excuse me.

Would you excuse me?

- Yeah.


Yes sir, this
looks like my night, gents.

Yesiree, dealer bets 10.

I'll call that 10.

- Excuse me Mister,
I dropped my hat.

- Well, of all the damn nerve.

You little worm.

What the hell do you
think you're doing?

- Nothing.

- Sneaking and free looks?

You damn pervert.

- Oh, leave him alone Velma.

He ain't looked at nothing

every other guy in the whole
county ain't already seen.

- I didn't say that.

- Oh, come on Velma,
I said let go of him.

- Hal, get him another drink.

You can't blame a guy
for trying, can you?

- My looking glass,
my looking glass.

- It serves you right.

Trying to sneak a peek
under Miss Velma's skirt.

Of all the low down
rotten, stinking,

can you imagine?
- Break it up boys.

Don't let the celebration
get out of hand.

Now, there's no harm done here.

So let's get on
with the game, huh?

You got to give these fellows
back some of their money.

Drinks all around.

- Well, I guess a
couple more hands

kind of wind down the evening
wouldn't hurt anybody.

I hope.

- Winning's a big pleasure.

- Looks like somebody
dropped their mirror,

and broke it.

I expect we ought to play

that last hand again
and pass the deal?

Any complaints?

- All right by me.

You know how to play a
five card draw, chubby?

- Yes sir.

- Good.

- I'll bet five.

- I call that five.

- Well, I'll raise that
five, five more chubby.

- I'll call.

- I'll call.

Two cards.

- Two cards.

- How about two little goodies?

- How about two little goodies?

One little goodie,
two little goodies.

I'll play these.

- I'll bet five.

- Well, I see your
bet and I'll raise.

- Okay,


and I'll bump it for you.

I'm all done.

- Well, I got pretty lucky.

I think I'll just bet at all.

- Gonna bet the whole farm, huh?

Those aces, they start to look

real good in your
hand after a while.

What do you got?

- Well, you was right
about those aces,

but I got me some
eights to go with them.

- Aces and eights.

Dead man's hand.

- Four Queens.

Well, you ain't the
worst poker player

I've ever played in my life,

but you're in the top two.

About the same size,
both of them, too.

Tell you what, take
this and buy something,

as long as it isn't
something to eat.

Tell you what,

why don't you try to stick
this to your ceiling,

go upstairs and have a whale
of a good time with your,

with your friend.

- It wasn't my fault Ben.

- Oh, of course it
was, sweet thing.

Come on, come on.

How about you and
me go up to my room,

you heard what the man said.

Come on, excuse me, fellows.

- Booger, you owe me one.

- My man.

I knew you was something special

the first time I saw you.

My momma told me how to tell.

That's mama up there.

She said, "Lucinda always look
at the size of a man's feet.

- Don't do that.

- When I saw yours, I said,

oh, we're gonna be
a real good match.

- Hey, what would you say

to one more romp
for old time sake?

- I'd say no.

It's time to get up and
pay up, traveling man.

You said yourself
that was a real treat.

- Boy it truly was.

But I was hoping now maybe-

- Uh uh.

- I really ought to settle
down with a real good man.

I seriously think about it,

And I think you're it.

- Well dumplings,

me, I like you a lot but.

You know, I ain't exactly
the marrying kind.

- I paid already.

- Uh uh, a real treat's
five bucks extra, buster.

And that's what you owe me.

- Being's you put it like that,
and I reckon I do owe you.

But you'll have to wait till I

get a hold of my partner.

Pee on the fire, and
call in the dogs, Booger.

This hunt is over.

- Hey, where are you going?

- I got to go and see a man
about a bird dog, dumplings.

- I didn't know you knew
nothing about bird dogs.

- There's a lot of things
about me that you don't know.

- You sleaze.

If you think for one minute

that you're walking
out of my place

without paying for
the real treat,

you better think again.


- Shh.

- That window don't open.

It's nailed shut.

- I got to get out of here.

I can't hardly breathe.

- Don't run out on
mem, come on Booger.

- I want my money, mister.

You owe me five bucks.

Well, how much do I owe you?

- Oh, oh no, if you was
satisfied, I was real satisfied.

You coming back, aren't you?

- Much obliged.

I'll tell you I ain't
one to look a gift-

Thank you.

- You owe me, Leon!

- Come back tonight, won't you?

- Grab him.

- Where are you gentleman going?

- Let me go, let go.

- Hang on to 'em, Leon.

The curly-haired one here
tried to dodge his bill.

- I did not, I paid
up fair and square,

and you didn't say anything
about a real treat being extra.

She didn't.

- Pay up, chiseler.

- I ain't got it,
I'm flat busted.

- I'll just take these boots.

They oughta be worth something.

- Hey, they're
elk hide Justin's,

they're worth more
than five dollars.

Give me my boots back.

- Down the backstairs
with them, Leon,

like the rest of the deadbeats.

Get going.

Watch my head.

- On your way bums.

Don't you ever set
foot in my place again,

unless you got money.

- I think we've done
been had, ma'am.

These boots ain't worth a damn.

- Son of a bitch.

Don't you ever set
foot in my place again.

- Put your clothes on, Ben.

Somebody's liable to see
you running around here

half naked and put
the law onto you.

- Damn Booger they
was good boots.

- Forget about them boots.

- They was elk hide.
- Elk's ass.

When we went in there Ben,
we was doing a flim flam.

We could have been put in jail,

or maybe even shot.

- And still no call

to leave a feller out
of here barefooted.

And I got a half a mind
to go back in there

and whoop up on a little ass.

- And I got half a mind to
tell you that you're nuts.

I mean it, Ben.

I'm sick and tired of dragging
around from pillar to post,

and catching handouts,
and working flim flams,

and doing odd jobs for
little or no wages,

and sleeping in barns
and living by your wits.

- Are you through?

- No, I ain't through,

and living by your wits
ain't no living, Ben.

- Well, it ain't all
that bad a life, Booger.

I mean, there's
all the traveling.

And you couldn't see all
this beautiful country

and hold down a regular job.

Besides, them old boots
weren't that much anyway.

I was fixing to get
me a new pair anyhow.

- How you gonna pay for
a new pair of boots, Ben?

We ain't had 40
dollars between us

since you outran the gambler
in El Paso last winter.

And just once, I'd
love to be able to ride

inside the coach and
have a cold beer,

instead of hanging
on for dear life,

and eating road dust and
waiting for a railroad bull

to come along and
knock me loose.

I mean it Ben, I
want me a stake,

and I ain't talking about
the kind that comes on a cow.

I'm talking about
a handful of green.

Are you looking at me?

I'm talking about a handful
of greenback dollars.

It's something so I can get me

a little edge on in this world.

- Yeah, and I guess you want

to go to church on
Sundays too, huh?

- I might.

- And set up there
in the front row

and rub shoulders with
all the big shots.

Hell Booger, you ain't cut
out for that kind of life.

It'd kill you deader
then a Cincinnati pig.

- Well, I ain't in the
best of health right now.

My ass is all skinned up,

and my back's out of kilter

from getting kicked out of that
damn box car in Las Cruces.

There's gotta be a better way
to live than this here, Ben.

And I'm so hungry if
I had made some bread,

I'd make me a sandwich,

if I had me some meat.

I mean other people they
seem to get along just fine,

living in the big white
houses and the picket fences.

- Yes, and the clerk
in a dry goods store,

or a-pushing a plow, and
smelling mule gas all day,

and a sweating just as much
and stinking twice as bad.

And I'll tell you something
else, Mister Skaggs,

you got absolutely
no call at all

being all riled up like this.

You stand absolutely
no chance at all

of making it to the upper crust.

And I'll tell you
something else, hoss.

As ugly as you are,

you'd have one a hell of a time

finding a woman would love you

for something
besides your money.

- Well, that's all you know.

I still have my
money and my boots.

- Five dollars,
that ain't no stake.

To do what you want to do,

you'd have to take out
a loan at the bank.

- A bank?

- Yes, Booger, a bank.

And I'm reckoning that's
just what we'll do,

is march ourselves
right over to that bank,

and tell that feller
in there that we want-

- Hold on Ben, you got
to have what they call

it's called-

- Collateral.

- That's right,
and ain't no bank

gonna give us
something for nothing.

And we ain't got
nothing worth nothing,

but this is a $5 poker chip.

- How about this old
chin-buster here.

We gave nearly $25
for this, remember?

And that ain't
counting the postage,

and there's real gold
in this watch, Booger.

Real gold.

- 8:15, my day, any man
interested in getting ahead

would be on the job by now.

It's what made this country.

Grit and punctuality.

- Hold up a minute, Ben.

Hey, have you ever
been in a bank before?

- No.
- Well, I have.

Tried to cash a check from a man

who had bought a horse from me.

- And what happened?

- Well, they wouldn't
give him the money.

They said his check was bad,

but that didn't
make no difference.

- Why not?

- It wasn't my horse.

Ben, let's come back tomorrow.

- Tomorrow's Saturday
and the bank is closed.

- Well, let's come
back on Monday.

- Come on, Booger.

- Business hours don't start
till nine o'clock gentlemen.

If you come back then
I'm sure we can take care

of whatever business you might-

- We ain't got a lot of time.

- What is this about?

- Here Booger, it was your idea.

You tell him what we want.

- We need,

yeah, we need some money.

What's that noise?

- How the hell should I know,

I've never been
in a bank before.

- Ben, I think we just
took up bank robbing.

Hold up mister, hold up.

- Can't hear you with
that bell ringing.

Get him, Booger!

- Hold up, we need a ride.

- I can here you
there's a bell ringing.

- Hold it!

- There's a bell ringing, I
can't hear a word you're saying.

- Stop it.

- Hold it.

Stop that thing!

- Hold it, I said, hold it.

Get in Booger, get in.

I told you to
stop, that we needed a ride.

Get this
damn thing moving.

High tail it, mister.

Hey, what are you doing?

- Hey, what'd you do that for?

- Look gentlemen, I'm not
asking any questions, okay?

I really don't care what
your gentlemen are doing.

You can, you can have my car.

Just hand me my sample cases.

- Hold on a minute.

- Please, Mister.

Give me my sample cases
and I'll be on my way.

Oh Lord.

Thank you.

- But you ain't got no coat.

- I appreciate it.

Thank you.

I'm gonna, I'm gonna walk.

I really don't mind walking.

Walk walk, it's good for me.

Oh, excuse me.

My merchandise.

Excuse me.

- Booger, can you
drive this contraption?

- Hell no, you
know I can't drive.

- Well, if that Fancy Dan
can do it, you can do it.

Get your buns up behind
that wheel and let's go.

- What do I do first?

- Whatever he was doing, you do.

Let's get the hell out of here.

The other way,
Booger, the other way.

Get on the road, Booger.

Hell Ben, I'm trying.


Be careful with me
automobile won't you, please?

you're gonna kill us.

- The damn fool and his toys.



I told you for the last time,

if you pull that thing again,
I'm gonna fry your liver.

Thaddeus, you around here?

- Sheriff, did you catch 'em?

- Turn that damn thing off.

Catch who?

- The two bank bandits.

- Thaddeus, if you're
trying to make out

that you've been robbed,
it ain't gonna work.

I've been rousted
out of my bed enough,

with that bellering
doodad you got there,

and I want to warn you,

if you don't get
shed of that thing,

there's gonna be a hell to pay.

- But Sheriff, I set it
off on purpose this time.

There's two of them.

They surprised me as I
was opening the bank.

I almost didn't have time to
reach up for the alarm handle.

One of them shoved a
shotgun right in my face.

- I'll be damned.

How much money did they get?

Stop this
damn thing, Booger.

I can't.

Stop this damn thing.

I ain't sure I can
get it started again, Ben.

I told you couldn't
drive the damn thing,

now which way should we go?

Head for Fort Stockton.

Maybe we catch us
a fast freight.

That way?

The other way, Booger.

The other way.

Watch that shift Booger!

Keep it on the road.

Why I ever let you drive.

- What do you mean, they
didn't get any money?

- Because my new alarm
system scared them off.

They just turned tail
and ran when it went off,

like any frightened
bank robber would.

They even left that
money bag behind.

Now are you gonna go after them,

or do I have to
wire The Rangers?

- Do no good to
wire The Rangers.

- Why not?

- Because day before yesterday

that gully-washer
knocked the lines down,

coming and going.

- Well, get it fixed.

- Honest Ben,

I can't see a sign of anybody.

- Well, they probably
took a shortcut, Booger.

Hurry up and cut the wire.

We're running out
of running room.

- I can't.

- You can't, why?

- I ain't got a knife.

- Here.

Now cut the damn wire Booger,

The Rangers are probably
already out after us.

- Which one?

- How in the hell
should I know, Booger?

Just cut both of them,
and be done with it.

- Okay.


You owe me one, Ben.

- You cut the damn
wires, Booger.

- You owe me one.

- Anybody here seen
Sheriff Catledge.

- Sheriff, if you don't go after

those two thugs right now,

I am gonna have your
badge come election day.

- You said yourself that
there wasn't any money took.

- There was a robbery,
an attempted robbery.

And by damn, you're gonna-

- Excuse me, Sheriff.

Somebody told me how
much I find you here.

- Hold tight, Sam.

But if there wasn't
any money took,

there wasn't any robbery.

- Excuse me Sheriff,
but I have been robbed.

Automobile thieves,
with a shotgun.

- Well, Sheriff.

- All right Thaddeus,
now you just simmer down.

Even if I was to form a posse,

we haven't got a prayer
of catching them thieves.

They'd be long gone by
now, don't you know that?

- Thieves?

You mean armed bandits?

Probably murderers.

If you'd seen the
steely-eyed look-

We are signing out a
warrant, Sheriff Catledge,

and by damn you better.

What do you mean you
can't catch up with them?

- If you expect me to
go off on horseback

with a posse full of
hung over store clerks,

after two desperados,

in an automobile,

and the only automobile in town,

you're barking up the
wrong tree, mister.

- Wait a minute, Sheriff.

How about Miss Jesse?

She's got an automobile.

- Miss Jesse's got
a lot of things,

but they cost a lot of money.

Yes ma'am, they was two of them.

Robbed Mister Dillman's bank,

and then the stole
Sam's new REO.

- Then I don't expect

you'll be coming up the
back stairs this weekend

unless you get your money back.

Huh, Thaddeus?

- Well, they didn't actually
get any money, Miss Jesse.

I tripped my new
electrical alarm system.

The barefoot one
had the shotgun,

and when the alarm went off.

- Did you say one of
them was barefoot?

Curly hair, heavyset?

Then it must've been the
same two that took advantage,

that roughed up a
couple of my girls,

and tried to skip
out of town with,

hell yes, you can have
my automobile, Sheriff.



Yes, boss.

- Get the car ready.

Sheriff Catledge is
going to need some help.

- Hey Sheriff.

Stop the
caterwauling, Pike.

Come on, there
gonna be a hanging.

- Hey, you can't hang a man
just for getting a little drunk.

- Save it for the
festivities, come on.

- But you can't set me.

- Come on, come on.

Get moving.

Damn your
driving, Booger.

If I had my boots I'd walk.

If your
feet wasn't so small,

you could wear mine.

That ain't
funny, Booger.

If you don't kill us.

I probably will.

- Follow me.

- Right, right, sir.

- Great balls of fire.

- I hardly had time
to get dressed.

- Lucinda, you must remember
that this is a business,

and we either collect upfront,

or we collect over
their dead bodies.

- Oh.

- And Lucinda,

try not to talk.

- And where in the blazes
do you think you're going?

- Swear us in Sheriff,
we are going, too.

- It's gonna be too rough
out there for you girls.

A woman's place is
in a house, a home.

- Since when John?

It's my automobile.

And those two deadbeats
took advantage

of poor little Lucinda here.

- No.

- And either we
go or nobody goes,

at least not in my automobile.

- It ain't worth
it, it never was.

Thaddeus, where's your piece?

- Sheriff, whatever do you mean?

- Every member this posse
has got to have a piece.

- I don't know how to,

it's your job to pursue
those men, Sheriff.

I don't see why I have to-

- Get your rump
in here, Thaddeus.

- Get in.

- Really, Sheriff.

- Get in the car.

- Yes sir.

- Bye! Bye, Elizabeth.

♪ Well, the unlikely
posse's on the trail ♪

♪ They're following
them outlaws ♪

♪ If they have to
straight to hell ♪

♪ Before too long
those dirty thieves ♪

♪ Will be locked up in jail

♪ Honk, the unlikely
posse's on the trail ♪

- Take care of yourself now.

- Bye.

♪ Yeah, the unlikely
posse's on the trail ♪

- Shut up breathing, Booger,
I can't hear nothing.

- I can't shut up breathing,

and still jump this here
fool thing up and down, Ben.

Here, you pump a while.

- We ain't got
time to change off.

That posse be coming
over the Hill any minute.

Just keep pumping.

- Oh my God.

Ben, looky yonder.

- Where'd he come from?

- You reckon he knows
something, we don't know, Ben.

- Get the hell out of here.

We ain't gonna be
your dinner, get.

He's just resting
up there, Booger.

Yeah, we're not gonna be his-

Uh oh.

Maybe we are gonna
be his dinner.

Maybe we ought to give
ourselves up or something, Ben.

- You go ahead and
give yourself up.

If they don't shoot you,

then I'll give myself up.

- Hell, Ben.

That can't be the posse.

The posse'd coming
from that way.

Maybe it's the Rangers.

I hear they're dead shots, Ben.

- Well, if that is The Rangers,

they're being careless as hell.

Maybe they don't
know who we are yet.

Just act natural, Booger.

We ain't in the jailhouse yet.

Not for awhile, anyways.

Hey, that ain't Rangers, Booger.

Them boys are wearing
soldier suits.

That's soldier boys.

Yeah, we're sure glad to
see you fellows come along.

We kind of threw a shoe,

in a manner of speaking.

- Looks like you got
in troubles, all right.

Real trouble.

We wasn't real sure what
was going on down here.

- Yeah, you don't see
one of them contraptions

around here very often.

- We've been river riding,
looking for bandit signs.

Found some, too.

- Bandits?

Oh yeah, that's probably
why we were acting

sort of spooky down here,
when y'all came riding up.

We thought you was bandits.

- I expect you fellers be
mighty grateful for some help,

were it to come.

- Boy, you ain't a kidding.

- Whereabouts you boys headed?

- Oh, we're heading that way.

- Whereabouts you come from?

Well, we came from
back yonder ways.

- Oh yeah, Matterhorn's
down there.

Boy they got a cathouse
down there, don't they?

- I wouldn't know.

I've never been there.

I mean, I couldn't say.

- There you go, fellers.

Tighter than a watermelon now.

You got plenty of air in there.

That oughta be worth something

to you fellers, don't you think?

- Much obliged.

- I was thinking more like a
couple of greenback dollars.

- You gonna have to
settle for much obliged.

We're flat busted.

- Oh yeah?

Well, you can't afford to pay,

then you can't have my air.


- Hey, what are you doing?

Stop that.

- I figure a man drive
a car like that around,

a fancy car like that around,

you ought to have
some cash around.

- Honest boys, we really
are broke, honest.

- All right, that tears it.

The fun's over,
reach for the sky.

Looks like we're about to
join the US Army, Booger.

Start peeling out of them
fancy little soldier suits.

Peel them.

- I don't know why we
have to be running around

this hot desert
chasing after them two-

- Oh Lucinda, if you
would do as you were told,

and you were told to
collect the money up front,

this wouldn't be happening.

- But Miss Jesse, you
know the funny one,

the cute one that talked to you.

Well, he and I are
gonna be married,

so I didn't feel it was right
to collect money from him,

up front.

- Tell me Lucinda,

what's this guy got
that I don't have.

- For one thing, big feet.

- Honest fellers, we was
really just funnin' ya.

We didn't mean to make you mad,

nothing like that.

- Yeah, look, I don't want
to make any madder but,

but I got to tell
you guys something.

Those uniforms, they
don't even belong to us.

They belong to United
States government.

You're just gonna get yourself
in a lot more trouble.

- Trouble?

There's a posse after us,

and we wouldn't be
doing this to you

if it wasn't a matter
of life or death.

So I just wanted to give
you all a fair warning.

- Come on Ben, let's go.

- Beings as y'all
was kindly enough

to stop and help a couple
of weary travelers out,

that posse that's
gonna come in here,

is gonna come in shooting first

and asking them questions later.

If there's anyone left
to ask questions to.

Things kinda got out of hand
back there in Matterhorn.

We had to leave a couple of
folks shot up pretty bad.

- What are you talking about?

- Them two old
ladies at the bank.

The ones that wouldn't give us
the combination to the safe.

- Oh yeah, them two.

He's telling the truth.

The only description they got
here is this automobile here.

We didn't leave
any eye witnesses.

- If I was you boys,

I'd be getting that wheel
back on this vehicle,

just as quick as I could,

and be getting the
hell outta here.

Here Booger, I'll cover 'em.

You pick up them old
clothes, let's be gettin'.

- Now you fellers
better do what he says.

- Now you boys would
be well advised

to try to keep that thing
between the ditches.

Come on, Booger.

- You got my finger in there!

♪ Life is uphill all the way

♪ For those who choose
the game to play ♪

♪ Of the desperado

♪ And life

♪ Is uphill all the way

♪ And just gets
steeper every day ♪

♪ For the desperado

♪ Drifting with the wind

♪ Searching for a friend

♪ Hoping around the bend

♪ This loneliness will end

♪ Life is uphill all the way

♪ And all the dreams
just fade away ♪

- Things are starting
to get out of hand, Ben.

I never signed on
for all this stealing

and robbing and such.

- Now wait a minute, Booger.

We ain't done
anything really bad.

I mean, we ain't
hurt anybody have we?

We didn't take any money.

And I guess we took that car,

and these horses, and these
clothes, in self-defense.

- We damn sure can't
get across the river

in these here soldier suits.

We'll get our asses shot off.

You got a bigger
target than I got.

- Look that sign back
there at the crossroads

said, Sudro Springs.

Now that's gotta be a ranch
or a town or something.

We can get a change of
clothes there, come on.

♪ Drifting with the wind

♪ Searching for a friend

♪ Hoping around the bend

♪ This loneliness will end

♪ Life is uphill all the way

♪ And all the dreams
just fade away ♪

Hold up Ben, hold up.

Just look back yonder.

That's them soldier boys

- Boy, they sure fixed
that wheel in a hurry.

And who's that?

gotta be the posse.

A pink posse?

- Well, we got a
good jump on 'em.

Let's go.

What's wrong
with that wheel back there?

I can't hold it,

something's coming loose.

those two poor-

- Lucinda.


- Damn, what have
they done to my car?

- Looks to me like
they got a busted tire.

I think we got them now.

I wonder what in the
hell they're doing

standing around there
in their long johns.

- I don't know Sheriff,

but they're waving a white flag.

- We ain't the ones!

- We ain't done nothing.

- Well, what about it gentlemen?

Take a good look.

Are they the ones?

- I can't see from
here, Sheriff.

They certainly weren't
dressed like that

when they held up the bank.

didn't do nothing.

- There were wearing clothes
when he stole my automobile,

and that's my REO, that's
my REO for sure, Sheriff.

- I never seen them
before in my whole life.

That's right.

- We're in the Army,
it's them other guys.

- Don't shoot us.

- Wait a minute.

- Honest to God,
we ain't the ones

who shot up them two old ladies.

- You guys have got
to hear us out now,

we ain't done nothing,
we're in the army.

We didn't kill them
little old ladies.

- Nobody's told
me anything about

two old ladies getting shot.

- Not in my bank, they didn't.

- I'm sorry Sheriff,

those aren't the two
fellers who stole my REO,

but that's my REO, all right.

At least, what's left of it.

- We just stopped to
help a couple of guys

with a flat tire,

and well the first
night we know,

they done level down
on us with a shotgun,

threatening to shoot us
down like, like dogs.

Ain't that right, Bevins?

- Yes sir, that's right.

They meant it too, Sheriff.

They said that they
was gonna kill us.

- Said they murdered
two old ladies

in cold blood a ways back.

- Sure as shooting, Sheriff.

We was gonna be next.

- Howdy, Miss Jesse.

You remember us?

Corporal Harkins, 13th Cavalry,

just last week.

You give me a real treat.

She's the one I told you about.

- Yes, I've seen
these two, Sheriff.

They're Army.

- Okay, you can put
your hands down.

On second thought, put 'em up.

You're deputized.

- Deputized?

- Yeah, deputized.

- Leon, give them boys one
of Miss Jesse's spare tires.

We're gonna need all
the help we can get.

And damn it, somebody
give that bare ass boy

something to wear there.

Well, it's just
like you said, Booger.

Things could be a lot worse.

We can fill up here
on spring water,

and be in Mexico before dark.

- Just in time to
get to get shot

by whichever side
finds us first.

- Booger, you're a worrier.

You're gonna have
to start looking

at the bright side of things.


The whole damn creek
is full of soap.

- This ain't no time to
be taking a bath, Ben.

- I mean it, Booger.

We're a hundred
miles from no place

in the middle of nothing,

and the whole damn
creek is full of soap.

- It is soap.

Soap in the damn creek.

bound to be clear water
upstream, come on.

- Hell Booger,

that's just a couple of
fellers doing their wash.

- Where the hell are we, Ben?

- I don't know Booger,

but I hope this is
the road to Mexico.

- They don't look
like Mexicans to me.

- Buenos Dias.

El rodo Mexico.

- Ben, they don't
talk like Mexicans.

- Is this the road
to Sudro Springs?

- The river, which
way's the river.

- Which way is it?

This way, or that way?

- Ben, you're
scaring the horses.

You're scaring the horses.

- We don't want any trouble.

Hold it, stop that.

Ah hell, let's get out of here.

- By God boys, they're
headed for the river.

Jesus Christ Bevins, hold on.

- Whoa Ben.

Looky yonder, Ben.

What in the world's
going on now?

Give it all you got
now, we'll be out of here.

I don't know, Booger.

But it don't look like
there's any other way around.

- Hold it, hold it, hold it.

All right.

One more good shove and
we'll have her, men.

Okay, once more with
all you got now.

Ready? Heave!

Hold it, hold it.

If I ask you to put
your back into it,

we'd have had it out of
here and back on the road.

You men, come down here
and lend us a hand.

You two on the horses.

Get down here on the double.

- What are we gonna do?

- Well, hell Booger,

you got the stripes.

Just act natural,
we'll ride on through.

- Act natural?

Hell, that's the real
Army down there, Ben.

- Look at that feller
flapping his arms.

They can't even keep their
truck on the road, Booger.

Let's go.

- Hold it men, hold it.

Don't you men see that
we need some help here?

- I'm sorry Lieutenant,
we ain't got time.

- It's Captain,
Captain Hazelton.

And what do you mean you
don't have time soldier?

- Well, begging the
captain's pardon sir.

But me and Booger, I mean
me and the Sergeant here,

we got to get on down the road.

- Sergeant?

Just who's in charge
here, Corporal.

And button that shirt.

- Oh I am, sir.

And we got special orders

to take a message
down to the Springs.

- Well, you're wrong corporal.

I'm in charge here,

and first, you'll lend us
a hand with this truck.

And I'm sure your mission isn't
a matter of life and death.

- Well, yes sir, it is sir,

in a manner of
speaking, it is sir.

- Well, we'll see
about that later.

Then we'll all go
down to the Springs,

'cause I have orders Corporal,

to set up a signal
station and take messages.

Now then, take some
of those ropes,

and tie onto the
front of that truck.

That is a direct order.

Move it.

- Aye aye, Captain sir.

- Move it.

- Get the pole back
under there, men.

- What are we gonna do now?

- We'll just do what
the soldier boy says.

Let's don't start
any trouble here.

Go ahead and tie on.

- Put the shoulders into it men.

We'll be out of here and
back on the road in no time.

Are you a men ready up there?

- Ready as we'll ever be, sir.

- Hey, we can't go riding into
the Springs with the Army.

They'll find us out for sure.

We'll just have to
play it by ear, Booger.

Stay loose.

Stay loose my ass.

- All right, get a
move on up there, men.

Okay, let's do it by
the numbers, guys.

We'll go on four, okay.

All together men,
by the numbers.





- Get down, Booger, get down.

- You two, I'll have
you court marshaled.

♪ Well I never thought
I'd ever be an outlaw ♪

- By God, when we get to
Sudro I'll have their hides.

♪ Living under the gun

♪ Though I never thought
I'd ever be an outlaw ♪

♪ But just look
what fate has done ♪

♪ They finally made me one

♪ Well it is twice as hard
these days for a man ♪

♪ To make an honest living

♪ Some of the
strong have tried ♪

♪ But couldn't make
a piece of life ♪

♪ And when the vulture's
circling overhead ♪

♪ And the body has to be fed

♪ An honest man'll
break the law ♪

♪ Before the

Leon, be
careful with the car.

- Bank robbers.

- They're murderers.

- Horse thieves.

- They murdered two
little old ladies, too.

- Hold back there,
this is the law.

Leon, put some
water in this thing.

- We're following
two bank bandits.

- And murderers, there's
gonna be a hanging.

- Did anybody else
go through here?

Does anybody speak ying-yang

or what the hell
they're talking?

Two bank robbers.

Two soldiers.

Two men on horse,
giddy up giddy up.

- Miss Jesse.

Miss Jesse.

Real treat.

Real treat.

- They do my laundry.

Who does yours?

- That's enough jabbering and
caterwauling and squawking.

Raise your hands.

Oh, to hell with 'em.

You're deputized,
get in the other car.

Get in the other car.

- Back there, back
in that car, hurry.

Miss Jesse?

I still gotta go.


Grit your teeth.

By God
Booger there's Sudro.

What'd I tell you?

looks kind
of dead to me, Ben.

We'll just ride
on down and find out.

Hello in the house,
anybody home?

Anybody home?

- Anybody home? Sing out.

Run bandits, don't
come up to 'em.

Take cover, get down.

- What are you damn
fools doing here?

- That was a damn
fool stunt to pull.

Them bandits almost
had your hide.

Some of Pancho
Villa's leftovers.

They call themselves

I call them bandits.

The sons of bitches had us
pinned down here for two days.

Where's the rest of your outfit?

- They ain't no more of
us, it's just us two.

- What the Corporal means
is, we was sent on ahead.

There's a whole bunch
of troopers up the road,

headed this way.

- And there's a posse
from Matterhorn,

and they right behind them.

- Well they better
hurry and get here,

'cause we're running
out of ammunition.

We're out of water
during the night,

they knocked down my
sluice box to the springs.

They're real.

Looks like you're gonna
be here for the duration,

I might as well
introduce you around.

I'm Anson Sudro.

That's my wife, Mary,

over there on the table with
our little boy, Charlie.

Charlie got hit with a ricochet
bullet bullet last night.

I reckon he's gonna be all
right, if we can get some help.

That's my oldest
boy, Tom, over there,

he's guarding the backside.

That lady back there,
that's the widow Quinn.

- Looks like you're
holding your own, ma'am.

- Sudro, anybody over
there in the box?

- Yep.

Her husband, Mister Quinn.

- Well, I reckon you pretty
happy to see us come along.

Well, little lady, I'll
tell you what I'm gonna do.

- Ben.

- Well, I tell you
what we're gonna do.

We're gonna make sure-
- Private.

I'm the corporal,
and I'm in charge,

and I want to talk
to you a minute.

In private, Private.

- Excuse me, ma'am.

- Ben, this ain't no
time to get horny,

especially with the widow woman,

that damn posse from Matterhorn,

and those soldiers,

those soldiers are liable
to bust in here any minute.

And if they don't, why
them banditos out there

gonna knock this
place to the ground.

Either way we lose.

- Booger, this place
is built like a fort.

We can hold them off in here.

- Yeah, till everybody
else who's looking for us,

until they show
up and then what?

The firing squad?

Are they gonna put us in jail?

- Well, don't burn
your corn bread.

I'll think of something
before that happens.

I hope.

- Well just who in the hell
do you think you are old man?

- I'm the Brewster
County Sheriff,

and I'm ordering you
to get that damn truck

off of that damn
road out my damn way.

- Well, can't you see
that I'm working on it?

What the hell's
your hurry anyway?

- Bank robbers,

headed for Sudro Springs
in the ,

wearing soldier suits and
riding government issue mounts.

- If they'd just stick
to chicken stealing

I wouldn't mind it so bad.

- Mason, Charlie's got
to have some water.

He's burning up with fever

and I'm afraid to give
him anymore of this.

- I'll get it.

I can run down the ditch.

They won't see me
before it's too late.

- No no no, you get
away from that door.

What makes you think you'd
get any farther than I did?

You'd be damn lucky if
they only shot in the leg,

like they did me.

- We ain't got that
many choices, Pa.

- We'll manage
son, we'll manage.

Them troops are
on the way, right?

- Yeah, anytime now.

- In the future, keep
your damn big feet

off of your momma's bed.

- Their shooting's
getting better.

- Hold on, it'll be
all right, Charlie.

Just hold on a little
while longer, darling.

- Ben, you thought
of anything yet?

- No, I'm still thinking on it.

- Hey Sudro,

what's in that shed out there?

- That's where I to
keep my coal oil barrel.

I got a bunch of old
harness and rope,

and there's dynamite
caps, things like that.

- Dynamite caps, where?

- I got nearly a full box
sitting there on the floor.

We don't get much call for them.

- Where on the floor?

- Just sitting over
there by the door.

- Booger, I'm gonna
go out the front

and stir me up some bandits.

You take the government
issue rifle of yours,

and you start pumping
rounds into that shed

just as fast as you
can, and aim low.

We just may start
ourselves a little fire.

And if we can get
enough smoke going,

maybe we can make it across
that yard and up that ditch.

And you can fire a few rounds
yourself, it's your shed.

- I'm the only one that knows
where them dynamite caps are.

- Ain't hardly enough
left of that shed

to start a fire, Ben.

Think of something else.

Hey Ben, what set it off?

- I don't know Booger,

but let's take what's given.

- Ben.

Well it's now or never.

- You're gonna need
these for the water.

- Oh yeah.

The water.

Let's go Booger.

All right,
let's turn 'em out, son.

- This way, Booger.

- Ben, hey, how about the water?

- Wait a minute, Booger.

Take a look at this.

Come on.

That's Mexico, Booger.

All we gotta do is swim for it.

- Ben, we about to
be quits as partners,

right here and now.

- We ain't quits, partner.

But by God we're even.

Nobody gets to live forever.

- Here, come on.

Come on,
Booger, come on.


- I took one.

- Oh you'll be all
right, just take it easy.

- Get me a bucket.

- Get him a bucket, quick.

I need
a bucket, damn it.


- What you did,

what you did out there today.

You'll be remembered for this,

I promise you that.

- If it's all the
same to you ma'am,

I'd just as soon you forget
about the whole thing.

- Yeah, we just as
soon not have our names

bandied about ma'am,
if you don't mind.

- We got the water.

It's muddy, but it's wet.

I'll take over for
a while now, ma'am.

Hey, Charlie's gonna be okay.

Look, look what I
brought you, Charlie.

Got you some chicken.

Old boy ain't all in one
piece, but he's good.

- I think we really got 'em
stirred up out there, now.

Look out there.

Looks like they're
running out of patience.

They rigged themselves
some kind of ladder.

- Damn, they are
making a run at us.

Get the bar.

- Son of a bitch is on the roof.

There's no way to
get at him up there.

- Well, he can't
get at us either.

Everybody take cover.

Everybody take cover.

One of them shots is
bound to hit somebody.

- You won't get him that way,

that roof's 10 inches thick.

- Booger,

unbar the door.

- Ben, you can't go out there,

you'll get your butt shot off.

- Unbar the door, Booger.

- Ben, you're gonna
get yourself killed.

- Booger, just unbar
the door, damn it.

Unbar the door.

You got any better ideas?

- Well no but.

- Then unbar the door.

- I told you you were gonna
get your butt shot off.

Ben, oh my God.

You done got yourself shot, Ben.


You son of a bitch.

All hell's fixing
to break loose, Ben.

Here comes the posse.

- Form a service line, men.

- Let's head for the river, Ben.

This'll be our last chance.

- We sure ain't gonna
get a better one.

- Hold your fire.

Hold your fire!

- Hold your fire, men.

That's Mexico, but
I ain't gonna create

an international
accident, incident.

Cease fire, men.

Cease fire, damn it!

Get back up to the store.

- All right Leon, let's
just get this thing

back up at the store.

No telling what we might
find on the inside.

- Yes, Mister Catledge.

- Thank God, you made it.

They said you was coming,

but we didn't think you
was gonna make it in time.

God bless your damn hearts.

- Well, we're
mighty glad we did,

even if it was a bit close.

The fact is, that
we got here in time.

- Well, you wouldn't have.

Not if it hadn't been for
those two brave troopers

that you sent on ahead.

Those men gave up their
lives so that we could,

so that we could live.

The bandits must
have taken them.

- Ma'am, those men
weren't exactly

what you thought they were.

They were-

- Captain, I'm in charge here.

I'll handle this.

And who might you be, ma'am?

- I'm Amanda Quinn.

Missus Richard Quinn,
from Rancho Del Carmen.

And thanks to those
two heroic troopers,

Mister Sudro and his young son

were the only
friendly casualties

that we suffered during
this entire encounter.

Now I know those two good
men were gravely wounded.

Perhaps you can
go and find them.

- Madame those
two, those two men-

- Thaddeus shut your mouth.

I believe that we have
the distinct honor

of meeting the
beautiful daughter

of our state's great and
distinguished Senator,

the honorable Ruben
Carlisle, huh?

Captain, call this mob to
order, pronto, right here.

- Sergeant, form
a line right here

in front of his
porch, right now.

You in the car, get
out and form a line.

- Thaddeus, I expect you
to buy me a new parasol.


- All right, you
heard the Captain.

Two ranks, civilians
in the front, move it!

me, excuse me.

Don't push.

- Now listen up people.

By the vigorous action
you took part in today,

lives were saved,

and through your courage,

and that of the two
scouts that we sent ahead,

lives and the property and
honor of the state of Texas

have been defended.

I am sure there will be honors,

and rewards, for all
who participated.

Do you get my meaning?

- You're right, Sheriff.

I say, hang 'em.

- Shut up, Pike!

The rescue party
from Matterhorn,

will be in every newspaper
in the nation, with pictures.

The legislature and Congress
will bestow honor upon honor.

Hell, there may
even be a parade.

And as for your soldiers,

there will be advancement.

Advancement for all.

- Ben?

- What Booger?

- I really can't swim.

- Well you better hold on,

here come the rapids.

Easy Booger.

Hold on, Booger.

Hold it, Booger!

- Read all about it folks
in the Houston Post.

Texarkana hatchet murders.

More on the border troubles.

Bandits invade Texas,
National Guard called up.

Read all about it.

Now that'll be a nickel, mister.

- Give the man a nickel.

Will you give the man a nickel?

- How come I always have to be

the one to give
the man a nickel?


- Thank you.

Border trouble, National
Guard called up.

Read all about it.

Read all about it
in the Houston Post.

- Good God almighty, Booger.

They're still looking for us.

- Damn right, they're
looking for us.

And if you don't
keep your mouth shut

they're gonna find us, too.

- No, I mean it's all
here in the paper,

the whole thing.

Look here.

The Andrew Carnegie Foundation
has added to the reward,

now totaling $5,000,

in hopes the two brave
cavalry troopers,

who stood off overwhelming
odds, can be found.

- Read some more.

- Through their noble sacrifice,

the lives of five
people were saved.

By God Booger, that's us,
and that's our reward.

- Yeah, that's our reward.

They want us all
right, dead or alive.

Hell Ben, that's just a trap.

- I guess you know more
than the paper, huh?

Listen, Brewster County
Sheriff, John Catledge,

gave this account of the events.

It is still not known

whether the two as yet
unidentified soldiers

survived the battle.

Their bodies were never found.

Booger, I know that
if you will hush,

no one has come forward
to claim the honors

and the sizable reward.

It's one of the great
mysteries of modern times,

according to Missus
Richard Quinn,

daughter of the influential
Senator Rubin Carlisle,

and survivor of the now famous
Battle of Sudro Springs.

By God Booger, we're
rich, we're going back.

- Tickets, tickets please.

Could I have your
tickets please?

- Well, what'd you
do with our tickets?

- Oh oh, the tickets.

I got 'em right
here, just a minute.

I ain't got 'em.

You must have 'em.

- Oh, they must be up in the
baggage car in our duffel bags.

We're traveling military
convalescence passes.

Show him your dog tags, Booger.

- That's very interesting.

But I'm afraid I'll still
have to have your tickets.

- Well, I didn't mean
to misplace them.

Kind of slipped my mind.

It's just old war
wounds, you know.

We was wounded
in the same battle.

- Oh, is that right?

- Folks have taken to calling it

the Battle of Sudro Springs.

- Is that a fact?

- Maybe you read
about it in the paper?

- No, I didn't read about that.

- You didn't?

- We're only going as
far as new Orleans.

We got a boat to catch.

Hey, when we get off
and get our duffel bags,

we'll show you our tickets then.

You'll still be on
board, won't you?

- Yes, I'll still be on board.

- Booger!

♪ Wild winds

♪ Sure and strong

- Well, you've done it again.

- You all right?

- Yeah, but I'll
tell you one thing.

That widow woman was half
ready to swoop up on me.

Now that'd be the life.

And I got a good
mind to go back,

collect that reward money,
and the widow woman.

- Hold on there, Ben.

I'll tell you what,
if you go back,

well you going all by yourself,

'cause I ain't going.

That dog won't hunt,
and you know it.

First of all, I ain't
got me no widow woman.

And second of all,

you'd wind up in jail
bigger than hell.

And third of all, I
wouldn't have me no partner.

And besides that,
things ain't so bad.

I mean, there's
all the traveling,

and you said yourself

there's a whole bunch
of country out there

for a man to see.

- By God you owe me one.

All right partner,

I owe you one.

How about Florida, Ben?

Or maybe even Cuba.

Or the Caribbean Islands?

I mean, they don't know anything

about our criminal
pasts down there.

And we could probably get jobs.

I'm talking about
a real job, Ben.

You ever had a real job?

They got cattle down there?

You know anything
about cattle, Ben?

♪ Life is uphill all the way

♪ For those who choose
the game to play ♪

♪ Of the desperado

♪ And life is
uphill all the way ♪

♪ And just gets
steeper every day ♪

♪ For the desperado

♪ Drifting with the wind

♪ Searching for a friend

♪ Hoping around the bend

♪ This loneliness will end

♪ Life is uphill all the way

♪ And all the dreams
just fade away ♪

♪ For the desperado

♪ Living by the gun

♪ In the road with no return

♪ Always on the run

♪ Like raindrops in the sun

♪ Life is uphill all the way

♪ And all the dreams
just fade away ♪

♪ For the desperado