Gunsmoke (1955–1975): Season 18, Episode 20 - Whelan's Men - full transcript

Outlaws led by Dan Whelan come to Dodge City looking to kill Matt Dillon, who is out of town. They attack Newly and Festus, and throw them into jail. The outlaws take over Dodge City, robbing the bank and citizenry. They come to grief when they invite Kitty Russell into a poker game.


And starring James
Arness as Matt Dillon.

Hey now, that's the
way to keep cool,

just go to it, that's it.


Whew, it's hotter than a
jugful of red ants, ain't she.



No, I won't buy you a beer.

Well, if that ain't

the down rightest,
orneriest thing I've ever...

- I'm not... I didn't ask you...

I knew you were going to though.

- I knew exactly...
- I wasn't gonna do no such thing.

Fact is, I was fixin' to
offer to buy you a beer.

Oh, Festus, you were,
of course you were.

Your pockets are always
just bulging with money.

All right, Mr. Smart Alec,

what's that look
to you right there?

Now where'd you get that?

I've been workin'.

Well, now I asked
you a simple question.

There's no need for
you to lie to me, Festus.

I ain't storyin' to ya now.

I went to work and put new shoes

on six of Old Man
Scroggin's horses

and he give me that dollar.

And now you're
just gonna run out

and squander it on
something foolish.

Why don't you take that money
and invest it in something?

Why don't you do that?

Invest it in what?

There's wonderful land
values outside of Dodge.

Now why don't you go out there,

someplace, look around
and buy yourself a lot.

A lot of what?

A lot.

A lot of land.

Well fiddle, I can't
afford to buy a lot of land.

You probably could,
the way you been a bilkin'

and gougin' folks here in Dodge.

Oh, hush up, I'm tryin' to
help you, for heaven's sakes.

It don't cost a whole
lot to buy a little lot.

What do you mean, it
don't cost a whole lot

to buy a little or a
whole lot to buy a lot?

What do you mean?

Well, I mean, a
little lot of land.

They ain't no such a thing.

A little's a little
and a lot's a lot.

There ain't no little lot or
a lotta little, don't you see?

Now you want that
beer or don't ye?

No, I'm all worn out.

If you change your mind,
me and Newly'll be over

at the Long Branch, having
a whole lot of little beers.

And I'm buyin'.


You in here?

Where's Matt Dillon?

What do you think
you're doin' here?

Where is he?

He's went to Abilene
with a prisoner,

if it's any of your business.

You said he was in town.

Well, he was when
I come to check.

I didn't hear nothin'
about no prisoner.

When's he due back?

He didn't say.

I said, he didn't say.


Bring them keys in here!

Put these in here.

Watch 'em.

You old boys might
just as well hold hands.

You're gonna be here a spell.

I don't know what
you think you're up to.

But I'll guarantee you this.

Ain't you figured, Fuzzy?
We're takin' over your town.

It'll take a heap more

than the likes
of you to do that.

You ain't got your eyes
open very good, boy.

It's already been done.

This is an outrage!

Why do they always
say things like that?

It's just money.

Now ain't it better
us havin' it than you?

Puff pigeonin' around
town, cheatin' widows with it?

Get that safe open, Bones.

He doesn't know the combination.

And neither do I.

Remember it now?

Come on, folks, step right up.

Good morning, mother.

Thank you, very much.

Come on.


Hey, ain't you got nothin'
for me, rock chopper?

Ah, good.

That all there is?

It was a bad year
down the hole, huh?

What's that?

Belonged to my
son, killed in the war.

Give it back.

Come on.

Yeah, it was a good year.

Now we don't aim
to do no killin' folks.

Of course it could
happen, you understand.

Go on!

Might better take
that toy shooter

you been itchin' to get at,

before you get killed over it.

You ain't got the guts or
the caliber... dough belly.


Come on!

There's all kinds of fools,

the right smart of 'em are
dead, like your friend there.

Don't you folks get
twitchy and join him.

They shot Tom
Duffy down like a dog.

Did you know that
they had Festus

and Newly locked up in jail.

Yeah, that might just be
the best place for him now.

Well, it sure looks

like they've got just about
everything that the town has.

You're gonna be next.

It's all stacked
and ready for 'em.

But we can't put up with
this and what's more, I won't!

Swamp ploppers, the one
that took my cash box smelled

like last Thursday!

Look, we gotta get word
to the Marshal somehow.

Oh Burt, the wires are all down.

We got guns, you all got
guns at home. Go get 'em!

That was a long way
from the heart, wasn't it?

But it gets closer
as you get foolish.

Now, I'm bein' honest.

Ain't nothin' happening to you

that you can't
live with real easy.

Just gonna take a few
things and get gone.

Few things, yeah,
you wiped us all out.

Well, shoot, it don't matter.

Why, you boardwalkers
is hard workers.

Right, you'll get
well in no time.

That is if you don't go
clusterin' up like you're doin'.

Bound to get killed that way.

Either of you two
ever been shot?

Now if you take
one here, you see.

Of course, that's if
it don't hit the lights.

It just burns like
a red hot poker,

straight off into
hell's right arm.

Or take one here...

and it just lasts.

Now if I smell to you
like last Thursday,

you just be thankful you
still got a workin' smeller.

Now the both of you kind
of go gentle, you hear?

He's way too old
to be doin' that.


He's bleedin' bad.

Let's get him upstairs, quick.


You got business out here
on the street, pretty lady?

No business.

I'm just tryin' to
stay out of the way

of two-bit killers
who shoot old men.

They're on their
way in, Miss Kitty.

Don't say a word,
Sam, no matter what.

Nice of you to have
it all sacked up for us.

But you left somethin' out.

It isn't real.

I wouldn't be wearing
it in front of you if it was.

Consider it a gift.

Whelan's the name.

Dan Whelan, lady, remember it.

Oh, I will, Mr. Whelan.

I will.

Well, I guess we got
just about all there is to it

in this town, Whelan.

Not quite, kid.

Yeah, I know, we
came huntin' a badge.

But the badge ain't
here, so let's gone.

He'll be back, we'll wait.

You don't know when the
marshal of this here town...

Dillon is it?...will
be back, do ya?

Never heard of the
man, Mr. Whelan.

Never seen folks to intent
on protecting a badge.

You boys amuse
yourselves, have a time.

We're waiting.

Not smart.

Drink, partner,
enough to float a bar.

I guess our money
ain't no good here,

ain't that right, pilgrim.

Godless money in a
good God fearing town.

Well, come on now, sweet pea.

Let's get that high
grade up here,

you got some good stuff
back there, now don't ya.

You know, I had
me a blue-tick hound

once that had a face like that.

Seen himself lookin' back
at him from a pond surface

and went into a thicket
and died of shame.

Now come on,
where's your manners.

Let's get them bottles up here.

Whoa, well now.

Now I've seen me some sunrises.

I've seen me some sunsets.

But I ain't never seen it
all put together like this.

Now, I don't reckon
that something

such as you would go wantin',

but then again, guess
baby, you ain't seen all of 'em.

Coulda had meat and
marrow all over that back bar.

My name's Kitty
Russell, my place.

Hey, Miss Russell, you
happen to have a pack of cards

around this here fancy house?


Come on, Breed,

let's see what's in
that head of yours.

All right, come on,
let's get to bettin'.

What you bettin'?

Well, bank money
ain't divvied yet.

So let's just bet
with what we got.

I tell you Breed, you got a mind

that'll fit through the
hind end of a needle.

Take it easy, you're
too touchy, Breed.

Just a game.

Just a game while
we're waitin', Breed.

So you're all just
gonna sit around,

waitin' til Marshal
Dillon gets back, right?

Ah, I didn't think nobody
knowed who that was, Red.

Oh, Whelan's got some
old score to settle with him.

Do you know who Dillon is?

Mm-hmm, he's the man
with the little tin badge.

Do you know who Dan Whelan is?

Tell me.

Well, now, he's the man
taught Bill Cody the front end

from the back end of a buffalo.


Done some law in Ellsworth,
Hayes, Colecamp, such like.

A law man.

I guess he was he was
good and carin' one.

But I don't blame
him for venturing.

Pays better on this side.

This old you score
you mentioned,

do you know what it is?

Well, now, I never did
quite get that straight.

But I tell ya one thing.

I never seen a man so
set on killing another man.

So when Dillon gets back,

why, he's gonna make him
watch while he burns the town.

Then he gonna shoot him.

Put his fire out permanent.

Now this here watch says
you can't beat what I got here.

Don't need no watch, no more,

I'll take that
stick pin you got.

Oh, hey, hey, hey.

Yeah, that's lady music.

Well, I thought I'd
seen 'em all, Miss Kitty.

Well, if I'm any judge,

you'll be seein' a lot
more before morning.

I've been wrong
before, but not too often.

Let it heat up a little
with a bunch like that,

you never know
what might happen.

This here's an opal.

I raise ya.

What's an opal.

Precious stone, bonehead.


Means they cost a lot of money.

How much is a lot of money?

Ah, 100, 150.

All right, that oughta cover it.


Trip deuces.

Snake bit.


Three jack.

You got your luck, Loomis.

Yeah, I ain't never seen
nobody draw the way you done.

Gettin' a little
warm over there.

Yeah, the one they
call Loomis is sure got

a hot streak goin'.

He's palming and
taking double cards.

He's got one in his
sleeve right now.

Cheatin', how can
you see that from here?

Sam, I've been seein'
that kind of action

since they took me
off of recipe feedin'.

Go on deal, but don't
get better talkin' about it.

Well, it's gotta be luck,
'cause I ain't that smart.

His kind of luck
quits all of a sudden.

As soon as the rest of 'em
find out what's causin' it.

Well, I'll make this hat
equal them two rings

you just put in there.

What's that good for, spittoon?

Back East, a hat like this...

Oh, it's precious, lord, lord.

Are you gonna laugh your
stone heads off, I'm callin'.

With what?

A pot hat?

It's got it's value,
I'm tellin' ya.

Yeah, maybe on a shelf
back in Boston, it's low tide.


I got me two pair, two
deuces and them two tens.

Teams pull a trade.

Sometime I feel like I was born

on the wrong side of the bed.

Loomis, you got more luck
than an island full of shamrocks.

Sure would seem so.

Oh, bud, fortune's and
moonbeam how some ever.

Don't last long,
then she's gone.

Can I get you
gents another bottle.

Why sure, Red.


Looks like this is
good for a little credit.

What happened?

Loomis was cheating,
Hobey shot him.

We needed every man.

Don't matter, he was cheatin'!

Hiding cards.

There's some
things men don't do.

Bank money's
there, share it out,

take what's coming
to each of you.

Partridge, Gentry,
get him out of here.

Well, it's a whole new game.

We got real money to play with.

You gonna sit in, Whelan?

I got other things on my mind.

Going jumpy.

He didn't think
he'd have to wait.

Goin' up against Dillon
nerve you up some.

I should have gunned
him, saved him his frettin'.

Hey, you got a
new deck of cards?

Do you play poker, Red?

A time or two, friendly games.

Take a seat, your hand
of poker ain't no good.

Well, it seems as though
you got all my money.

Them earrings will do just fine.

Ain't real.

You got anything
that's real, lady.

What's in it for me?

If I win, you're gonna
take it all back anyhow.

Hold on, hold on, woman.

I may steal a little
bit from time to time.

I've killed a few folks
and gotten away.

But we don't cheat or welch.

Now if you got somethin'
to bet, Red, sit down.

Give her Loomis' money.

Yeah, he ain't gonna be
making no investments.

Yeah, not where he's goin'.

Paper don't last long.

Come on, take a seat and
get some of this free money.

This is seven-card stud, folks.

Jokers wild with aces,
straights and flushes.

Now let's see if luck
lives with the lady.


What in thunder do you
think you're tryin' to do?

Tryin' not to
put it in your ear.

Which I could have
done just as easy.

Now what do you
think you're doin'?

Ain't nobody leaves town.

Well, I'm a doctor, I
gotta deliver a baby!

You ain't got nothin' to deliver

exceptin' yourself back
wherever your hole's at, old man.

Now you just try
to understand this.

This lady's already lost
one baby, her first one.

This is her second.

Now she needs me.

Woman been havin' babies
long without no doctors

to meddle around in it
ever since Adam lost a rib.

Now you know
you look like you're

just about ornery
enough to use this thing.

Instrument like that ain't for
bornin' no babies, old man.

You're liable to
kill poor little thing

with something like this.

You get on back to your place,

or else your head
gonna be layin' out there

all over that street.

Whoa now, come here.

Here, back up!

Back up, back up, back up!

Come on.

Raise you 200.

I'm out.



You got you a real
poker face there, Red.

You bluffin'?

It'll cost you 200 to find out.

Can I get in this game?

Shut up your talkin'.

Nines full over deuces.

You ain't playin' us fast
and loose now are ya, Red.

Look, I saw what
you did with cheats.

I'm not gonna risk it.

Besides, you dealt it, mister.

Old five-card stud, this time.

You know a lot about
studs, do you, Red.

I know a lot about a lot
of things, Mr. Whelan.

I'll bet you do at that, lady.

Five of clubs,
eight of diamonds,

ace of clubs, queen of
hearts, three of hearts.

Ace bets.


I'll raise you 25.

And... 50.

On a three?

Ain't you even gonna
look at your hold card?

I bet on my luck not
on my cards, sonny.

And, people standing
behind me make me nervous.

It's 100 to you.


Seventy-five to
you, Mr. Musgrove.

I know what it is.

Deal the cards.

King of hearts, no help,

Ten of diamonds
possible straight flush.

Another smilin' ace.

Five of spades, no place to go.

Seven of diamonds.

Pair of aces runs it.

Hundred dollars.

I'm out.


I'm out.

I'll stay.

Hot's right and gone.

Five of hearts,
that busts that up,

five of diamonds.

Four of spades and
straightening nicely.

Ain't you ever gonna
look at that hold card?

If it'll make you
feel any better.

Aces are still the power.

Two hundred.

Two hundred,
that's pretty steep.

But I've stayed in this far.

Good money after bad.

Looks like it's just you
and me, Mr. Musgrove.

Jack of diamonds and the
card I need is the six of spades.

Five hundred.

Worth my time
puttin' it in the pot?

Just a minute.

Five hundred, you said.

All right, I'll raise you...

a thousand.

Well, Mr. Musgrove?

It'll cost you $1,000
to look at my hand.

All the fives are out, lady.

Only card that can
take me is the joker.

You bought it, lady.

Thank you.

You bluffed me.

That's poker, mister.

And that's not in the book.

You let her buy you out.

Do you think you can beat her?

Put your money down.

You got my seat.

Still a game of
chance, gamblin' man?

Lady, you do intrigue me.

Well, that's what it's
all about, Mr. Whelan.

Or hadn't you heard?


You're a pretty good
poker player, Mr. Whelan.

Is that a fact, lady?

Except that you have a tendency

to get reckless when you lose.


Five-card draw, low ball.

I'll open, 200.

Two cards.

Dealer takes a lid.


And raise you 500.

You must have a pretty good low.

But, just to make
it interesting.

I'll raise you another 1,000.

What are you worried about?

It's not as if you
had worked hard

and earned the money, is it?

That bother you, lady?

Why should it? I'm winning.

It's just a game, Mr. Whelan.


Eight low.

I paid, I look.

Well, my, my.

You got all the brass
in the world, lady.

Time to spell Hogey, ain't it.

I don't want to
miss none of this.

I've been to 11 cock
fights, four state fairs

and two monkey wrestles,
I ain't never seen the like.

How long you reckon
they'll keep it up?

Til one or the other
of them's belly up

and broke, I reckon.

I can't figure her out.

She ain't your usual
type poker player.

Hard lady.

She don't play for fun.

Five-card stud, joker's wild.

See how nice I am
to you, Mr. Whelan?

Five of hearts, your bet.

Two hundred.

Only 200 for an ace?

Let's make it interesting.

I'll raise you 200.


Back to back, looks
like your luck is changing.

Possible heart flush.

Two aces bets 300.


My heart, can't win them all.

Or can you?

My flush is lookin'
better all the time.

Three hundred.


No raise?

Money card's on
the way, I'll wait.

And that's the card I
needed to beat you.

Seven hundred dollars.

Three aces into a flush?

I'll play my game,
you play yours.


And, I'll raise you 1,000.

And 500 more.

I'm beginning to think
you improved those aces.

Cost you five more to find out.

Well, it's only money,
right Mr. Whelan?

Here's your 500.

And I'll raise ya, 2,000.

Two thousand?

I can't cover that.

It's a no limit game,
mister, you set the rules.

You tryin' to buy the pot
again, aren't you, lady?

I don't have to, I got you beat.

Like hell.

You boys come here.

I need some money.

Well, she's done cleaned us out.

Get up what you got.

Ain't got enough left to buy
a supper for a prairie dog.

Mr. Whelan, if
you're really broke

and you feel that strongly
about betting your hand,

I have a suggestion.

You're talkin',
what do I put up.

One man's life.


That's him.


It doesn't make any difference.


Personal reasons.

A few thousand dollars
against Dillon's life.

It ain't enough.

And everything I've won
back from you and your men.

You gamble this
whole town for Dillon?

Then lady, you got a bet.

And you just lost a
town full of pretty things.

Along with one
big marshal's life.

Four aces.

Don't you want to
see my hold card?

Not unless that hold
card makes a hand

that'll beat four aces.

Like a little straight flush?

Lady, that's impossible.


'Cause you got the queen
of hearts in the hold, lady.

Now, how would you
know that, Mr. Whelan?

That card was out
in the last hand,

I saw that crimped corner.

Mm, well now, where I come from

that would be called cheatin'.

But all's fair in love and war.

I just happened to
notice another card

with a crimped corner.

Now would you look at that.

If I'm not mistaken,
that's a straight flush.

And it beats four aces.

You lose, Mr. Whelan. Goodbye.


What did you think I was
bettin' all this time, luck?

You lose, Mr. Whelan, goodbye!

Wasted a lot of time
and work for nothin'.

Come on, let's get out of here.

What are you talkin' about?

You lost.

She said it right.

I came to far, I've been
planning this too long.

Bet's a bet, Whelan.

I figured you for a lot
of things, Mr. Whelan,

but not a welcher.

Nothing's changed, we're gonna
do what we came here to do.

I'm out, Whelan.

Now, what's the matter with you?

We got a fortune
out of this town.

You're just gonna
ride out and forget it.

Had a fortune, Whelan.

Lost it.

We ain't welchers.

What kind of sense is that?

You just don't
understand, do ya?

Men don't cheat.

No matter what.

You cheat, we're gone.

Don't make no sense,
that's the way it is.

We're movin' on out.

Go on, then.

I don't need you
or you or anybody.

I came to this
town to get Dillon.

And I ain't leavin' til
he's lyin' in the street.

What's going on?

Hey, Hobey, we're leavin'.

What do you mean, we're leavin'?

What's this about?

Oh, Whelan lost all the money

and now he wants it back again.

But we gettin' out.

You want to stay
with him, you stay.

- No chance.
- Gather up all them guns.

We're takin' 'em with us.

What for?

Posse don't cut
no ice without guns.

And we'll be leaving
them deputies locked up.

We'll get the horses
and be right out.

Hurry up with those horses.

Come on, let's get movin'.


What did they do with the keys?

- They took 'em.
- Newly!

- Well, you all right?
- I'm all right.

What's happening out there?

Well, they all rode
out of town just now.

Except Whelan, he's got
Kitty in the Long Branch

and he's gonna face
Matt, he's waitin' for him.

Ain't there nothin' we can do?

Well, I can't, with
you in here, I don't?

I think of something.

Doc, there's some tools
in my gun shop, get 'em.

I'll get 'em, I'll get 'em.

Try to hurry, Doc.

Looks to me like your luck
is poor all around, Whelan.

How 'bout a drink?

I don't need your talk, woman.

You better take the
drink, you're gonna need it.

You think he can't be
gunned like anybody else?

You're tryin' to kill him
and you don't know?

Tell me, Whelan,

what is it that
drives a man like you

into wanting to kill
somebody so bad

that you'd commit
suicide to do it?

- I was a lawman.
- You don't say.

Dillon cost me my
badge and my job.

Six years, gone
like it was nothin'.

Funny thing about Matt.

He never could stand
a crooked lawman.

Lady, when I get done with him,

it won't make any
difference what he can stand.

Well then you better
be a better gunman

than you are a card player.

I figure I'm lookin' at a
dead man, Mr. Whelan.

Get over here, now.

What is it, company?

I said, get over here, now!

I'm not playing
your game anymore.

I can't seem...

Here, Doc, let
me try it in here.

Get her right back there.

That's Matt.

Matt, Matt, Whelan's in town.

He's got Kitty in Long Branch!

I said get over here now
or I'll blow your head off.

No, you won't.

You don't have the nerve.

He's warned, Whelan.

Your men are gone.

You're a coward, alone.

Dillon, I got your
woman in here!

If you don't throw your
gun in, I'll kill her, I swear it.

How's it feel to have
your back to the wall?

Whelan, leave her alone.

If you want me, here I am.

Dillon, I'll kill her.

No, he won't, Matt.

He's a loser on his
last losing streak!

Here, sit down.

I'll get my bag.

Kitty, what's been goin' on?

Oh, Matt, I'm just too tired
to tell you about it tonight.

This must have been some game.

Mm, poker.

For those kind of stakes?

No limit.

And you were playing?

Yeah, a little.

I thought you promised you me

you weren't gonna deal
anymore at the Long Branch.

Well, Matt, I wasn't
dealing, honestly.

But you won?

Yeah, I won.

Anybody missing that?

Matt, you're just gonna
have to believe me.

This was one game I
just couldn't afford to lose.

Stay tuned for exciting scenes

from our next "Gunsmoke."