Gunsmoke (1955–1975): Season 9, Episode 3 - Legends Don't Sleep - full transcript

A young rascal meets the outlaw idol of his youth, but the aging gunman, newly released from prison, wants only to go straight.

Starring James
Arness as Matt Dillon.

Does Britt come in here often?

He hasn't been in
here in a couple of days.

I hear he liked to tear the
Lady Gay apart last night.

Yeah, he did a
pretty good job of it.

Only, by the time I got there,

nobody wanted to prefer
charges against him.

Well, let him try
anything like that in here,

and then you can try me.

Oh, you sound like the
meanest woman in the world.

Well, in this
business, it's easy.

Hello, Miss Kitty.

- Hello, Louie.
- Marshal.

Hello, Louie. Sit down.

Why, thank you, Marshal.

And if you will allow
me... Deck of cards.

Pick a card, Miss Kitty.

All right.

Now you, Marshal.

Don't show me.

Don't give me any help now.

Don't give me any help.

Seven of diamonds is
what you got, Miss Kitty.

And you, Marshal,
the jack of spades.

Well, I'll be darned. That
was pretty good, Louie.

How'd you do that?

I marked the deck.

Louie Pheeters.

Shh, shh, don't tell anyone.

I only told you 'cause
we're all old friends.

Now, Louie, look here.

You know, you can get in a lot
of trouble using a marked deck.


Everybody does it.

You got to go with
the trend, Marshal.

Louie, when's the last
time you ate anything?

I got to go now.

Uh, just... just wait
a minute here, Louie.


Now, you be sure to use
that to get something to eat.

Oh, Marshal.

Hey, get away from me.

Just a minute now.

Hey, that's my money.

You want to come
back and get it?

All right.

That's about enough
out of you, Britt.

He bothered first.

Give him his money.

I don't want trouble, Marshal.

I don't like jostling.

No man bumps against
me and gets by with it.

Britt, listen, pick up
his money right now.

No, no. I'll get it.

All right, that's
enough out of you.

You're going to jail.

Ain't a jail that can hold me.

Let's see about that.

You all right, Louie?

Oh, yeah, yeah, I'm all right.

You know what, Miss Kitty?

I'll buy you a drink.

Oh, no. You're gonna
use that money to buy food.

I'll buy you a drink.


Fred, let's have a
couple of whiskeys.

I can't stand jail, Marshal.

Anything that closes in on me...

People or bars...
I kind of go crazy.

It's late, Britt. Why don't
you try to get some sleep?


Don't keep me here!

Well, now, get this
through your head, Britt.

I don't want you here.

This is your idea.

Air's better in here.

It's even better
than that outside.


If you like good air so much,

why don't you stay
outside a while?

Ah, I got to come in
sometimes, Marshal.

Seems like every time you
do, you get in trouble, Britt.

Well, I'm leaving town, Marshal.

Living's not good in Dodge.

I'm gonna do mine
somewhere else.

See, there's got to be a
place where I can feel free,

and I'm gonna find it.

Saw your fire.

You mind company?

No, I guess not.

Came up chill this evening.

Where are you from, son?

Dodge City this morning.

I'm out of food.

I had my supper.

I might go some coffee.

Help yourself.

My name is Britt.


Uh, you don't say yours.

Well, names are for men
who spend time together.

Where you bound?

I was just about to
ask you the same thing.


I can go most any direction,
find a brand-new place.

I got most of the
world ahead of me.

You move around a lot?

I have.

I mean to move
around a lot more now.

Marshal Dillon...

He invited me to
move out of Dodge.

You like trouble, do you?

I like my own way.

Well, that can be trouble.

All I mean is,

it seems like there's
always some line

I'm not supposed to cross.

Some rule that I'm
not supposed to break.

So, I just set out
to bust that rule or

cross that line.

Well, there's lines and
rules wherever you ride.

Well, they rile me.

And then I just go crazy wild

and I start breaking up things.

It's a mighty painful
business, being young.

You never felt that way?

Well, I felt young!

I felt good and young.

I guess we just riled different.

Where you from, mister?

Off a ways.

Where you going?


I'm going home.

I might ride with you.

It's a dull ride.

With two of us, it
might be twice as dull.

I've been thinking how
I got no place to go.

Well, like I told
you, I'm going home.

Now, that's some
place I've never been.

I'm home, Aunt Jen.

Oh! Oh!


Oh, I prayed, but
I never thought,

I never really thought I...

Oh, I guess I'm crying.

It wouldn't seem like
home unless you were.

Are you all right?


Some lonesome but just fine.

Oh, you look tired.

Now, Aunt Jen,
you've been saying that

since I was 12 years old.

Do I know you?

No, ma'am.

His name is


This is my Aunt Jen.

Well, you're mighty
welcome here, Britt.

If you say so, ma'am.

Oh, I can't say how good it is.

I don't think either
of us need to.

I'll take care of the horses.

Aunt Jen'll need
some help inside.

Five years.

It's five years since I saw him.

I was to help you, ma'am.

Oh, yes. There's firewood
right up there by the porch.

You can bring it on in.

Won't be a feast, but
there's food to fill you.

You want these
some special place?

Uh, right there
in that box, Britt.

It is Britt?


You gonna want more wood?

Well, that ought
to do us for now.


Watch him, Britt.

Since he was a little boy,

every time he went to the pump,

he said the first cup
cleared his throat

and the second
one cleared his head.

I guess he's glad to be home.

He's earned it.

Oh, well, you can wash up
over there if you like, Britt.

Yes, ma'am.

You, uh, meet Race in prison?

He been in prison?

Five years.

I supposed you met him there.

Well, we met last night.

You call him Race?

Well, he wouldn't
be Race Fallon?

He was never one to deny it.

Well, I heard of
him my whole life,

right along with Billy the Kid.

I never met Mr. Bonney,

but I had a hand in
raising Race Fallon,

and a woman couldn't
ask for a finer nephew.

I sure never
thought I'd meet him.

How long were you
planning to stay here, Britt?

Long as he'll let me.

Every bit as long
as he'll let me.

Mr. Fallon?

I heard you were no more
than 16 when you started.

More like 13.


And I heard...

that you killed more
than 20 men in all.

I heard as high as 40.


That's what I heard.

You can hear anything.

Well, what's the truth of it?

I never kept a tally...

That's the truth of it.

Maybe they was just counting
your whole gang together.

Well, it wasn't 40.

Wasn't 20.

Wasn't near that.

Here I am, 22 years old,

and I ain't known
a lick of excitement.

You like running, do you, boy?

What do you mean?

Well, that's what
it comes down to...

Noise and running.

Pistol shots and hoofbeats

and your heart
pumping hot and cold

and your sweat matching it.

Or hiding...


Or... with just your horse.

Or with a woman.

Or with a bunch of
other running men.

Well, you can talk like it's
nothing 'cause you done it all.

Folks say you let
yourself get caught.

Like you wanted to go to jail.

Sure is plenty of work to
do around here for Aunt Jen.

Well, I got plenty
of time to do it.

You're not quitting.

I quit five years ago.

I come back here
to run this farm.

Mr. Fallon?

You could use help here.

We'll try it for a while.

Well, I'm always glad to see a
young fella improving his mind.

Oh, well, don't let that
bother you, Doc. I'll, uh...

I'll probably still talk
to my old friends.

If you run into any
big words there,

I'll be glad to
pronounce them for you.

Hmm. Don't need any
big words to read this one.

Race Fallon just got out
of prison. Look at that.

- What is that, five years?
- Yeah.

Well, you think
that's enough for him?

It's long enough
for a stage robbery.

Well, what about
all the killings?

Yeah, but this was all
they could convict him for,

a stage robbery.

You ever know him?

Oh, I've met him a few times.

I wouldn't say I knew him.

Wonder what he'll do now.

I don't know, Doc. I'm not
much good at guessing.

Say, now, wait a minute.

Maybe I won't have
to do any guessing.

There's a couple of members
of Race Fallon's old gang.

I'll see you later.

No use in stopping here, boys.

We haven't done anything
but ride in, Marshal.

And that's all you're
gonna do is turn around

and ride back out.

Haven't stepped foot in
Dodge in over two years.

That's just the way
I want to keep it.

Now, Marshal, we're gonna
ride through right enough,

but we're dry and we're hungry.

You can spare us that time.

We'll leave your town standing.

I'm waiting.

Marshal's afraid, Filler.

Ain't us he's afraid
of... It's Fallon.

We don't even
know where Race is.

You got one minute. Just one.

If we should see Fallon,
he ain't gonna take kindly

to the way you
received us, Marshal.


That all the coal oil, Aunt Jen?

Every drop of it.

Well, we need nails, too.

I could use some tobacco.

We're low on flour.

I don't know when I've
seen a side of bacon.

Well, I'll just have
to go into town.

I'm afraid of it, Race.

We got needs, Aunt Jen.

The minute you put your
face in town, there'll be trouble.

Maybe not.

I'm not worried about
your starting things...

this time.

"This time"?

I don't know it all, Race.

How you lived all those
years... I don't want to know.

But you seem more
content this time.

I know you won't
start any trouble.

No, I won't start it, Aunt Jen.

But you're right.
Something would happen.

I'm not a welcome man.

You are here.

Well, here's where
I mean to stay.

For what years I got
left, right on this farm

- with you.
- What years you got left?

Well, I never
planned a long life.

Have you ever planned
on any life, Race?

No, all those years I
thought I was living.

Living's sharing.
Nobody lives alone.

A man needs a wife, Race.

- Now, Aunt Jen...
- It's true. You're no different.

I'm different.

And so are the women I know.

Nothing's changed.

The ones I can
get, I wouldn't marry,

and the others won't have me.

You've got a mighty bleak
way of looking at things.

Well, now, I can't get a
wife. I can't even go to town.

That seems a little bleak.

Young Britt can go to town.

Yes, he can go. This time.

He's mighty proud of you, Race.

Well, he's mighty young.

I'll send him along on his way.

After a while.

Put the gun down.

Well, they fell when
I was stacking 'em.

I was just... cleaning
up like you said.

Do what I tell you.

Aunt Jen needs
some things in town.

You'll take the wagon.

All right, I just don't
want you to think

that I went
snooping for all this.

I'll take care of that.

No, never you mind;
it's my place to do.

I don't like to
say things twice.

I know what you think.

I'll tell you what I think.

I think you'll
forget about this,

and I think you'll go into town.

Sure I will.

And I think when you get there,

you won't mention
my name, not one time.

You know I won't.

I'm telling you you won't.

Aunt Jen made a list.

Go on.


Hey, how about a little service?

You can wait.

I don't like to wait.

Your turn to wait.

Don't do that again.

Don't say "don't
do" to me, mister.

Next time I'll
break it clean off.

Next time I'll bring
Race Fallon with me.

Race Fallon's in prison.

Then, how come I rode
with him a couple days back?

Well, now,

I'd say I got some
believers, mister.

What you've got

is one big mouth.

Guess you remember me, Fallon.

Yeah, I remember you, Sheriff.

You're planning to
stay around here?

That's what I had in mind.

We don't take that as good news.

It took all of you to
come out and tell me that?

You understand me: we're
gonna hound you good.

Ain't nobody gonna cry
or ask questions much

if you get killed,
most any time.

Well, now, I think
that's mighty fair.

You got no right to expect fair.

Fallon, one foot in town
and you're in trouble.

I remember your town, Sheriff.

It won't bother me to keep away.

Keep that kid out, too.


what if I told you I
just come here to farm?

Just to live quiet and farm.

Just don't take none
of us for fools, Fallon.



Who was that, Race?

That was just a
welcoming home committee

from town, Aunt Jen.


They've been following
like glue from town.

I figured we'd
handle 'em together.

Hey, you look fine, Fallon.

Just the same.

Hello, boss.

I didn't know you knew 'em.

They didn't say.

Get the stuff off the wagon
and take it in to Aunt Jen.

Well, I guess you
know I know him.

I been staying
here with him, see?

Everybody knows it now, Britt.

What's the matter?


You're the matter.

The sheriff was out here
inviting me not to come to town.

And he told me to
keep you away, too.

Now, you get the
stuff off that wagon

and get inside the house.

Where'd you get him?

Along the way.

That's where I'd lose him.

You know, I've been getting
an awful lot of advice today.

It's different coming
from your friends, Fallon.

Come a long way, Fallon.

Thought you'd be glad to see us.

A lot of years have gone by.

A man forgets
who his friends are.

Now, you wouldn't think that
me and Grosset were changed.

No, that's one thing

I didn't think, for sure.

Come on.


Still set the best table
in Kansas, Aunt Jen.

Whiskey's not my
idea of a good table.

I'm early up, I'll
go to bed now.

You do that, Aunt Jen.

Me and the boys
will talk a while.

Good night to you, Aunt Jen.

Now, Race is tired, mind.

He's got a good rest coming.

Good night, Aunt Jen.

Boss, it seems like
you just had five years

of good rest.

Get a glass.

Come and have some
whiskey with us, Britt.

Well, I guess you want to talk.

Nothing you can't hear.

You mind that little
telegrapher in Hutchins, Fallon?

We jumped the
train, killed the crew,

and you no more than
aimed your gun at him

and he just plain dropped dead.

But he didn't match

that old lady in
the Bucklin Bank.

You figured that
fat purse of hers

was just stuffed full
of money, and you was

bound to make her open it.

And she whips out
that old army pistol

and hit everything
in the room but us!

Boy, did she shoot.

I ain't felt the same

about old ladies since.

Well, we're talking about
something that happened

a long time ago.

What have you boys been
doing the last five years?

Well, just a little
here and there.

To tell the truth, boss,

we haven't done
much good without you.

We-we don't plan
as good, you know.

Now you're back, we-we don't
have to worry with the planning.

I don't have any plans, boys.

I'm tired.

Well, sure.

I see now you-you got some
time of your own coming.

Uh, Filler and me ain't
pressing for right now, Fallon.

We never moved
without your say-so,

- did we?
- I'm telling you

not to count on me for anything.

That door closed on me
when they shut me in prison.

It shut off all that
part of my life.

I'm not going back to it.

You don't mean that.

I mean it.

But, boss, you weren't
cut out for any other life.

Oh, sure,

lie low for a while.

We all will.

But after a time,
you'll get that old itch,

you know you will.

You used to say
something pulled at you.

Made you move.

Not anymore.

I'm tired.

Down to my guts tired.

Won't nobody let
you sleep, Fallon.

You're more than a man...

you're a legend.

Won't nobody let you sleep.

Ain't nobody gonna stop me here.


Hello, Britt.


I got a message for you.

Oh, yeah, what's that?

Race Fallon wants to see you.

Race Fallon?

What do you got to do with him?

He's a friend of mine.

You better come along now.

Where is he?

Camped a few miles out of Dodge.

I see.

All right.

I'll be along soon as
I finish with this work.

Race Fallon don't
like to be kept waiting.

He doesn't, huh?

You go on down and
wait for me at the stable.

Hello, Matt.

Hello, Fallon.

He didn't cause
me a lick of trouble.

Oh, Britt...

me and the marshal
got some business.

You take our two horses a
ways up the river and water 'em.

Well, I won't be
far if you need me.


What can I do for you?

Are you still an honest man?

Well, I don't know, I don't
think I've changed much,

if that's what you mean.

I need an honest answer.

I've changed. Do
you believe that?

It's possible.

Nobody believes it but me.

And maybe you.

I'm not a week
out of prison, Matt.

I came here to farm.

Sheriff was out with
his boys, paid me a visit.

Probably told you to
stay out of their town.

I got the idea they'd
welcome a chance to kill me.

And then my boys rode up,
ready to take orders again.

Yeah, Grosset and
Filler... I saw them.

Grosset said I was a legend.

Nobody'd let me sleep.

I'm tired, Matt.

Real tired.


I can believe that, all right.

What if I come into Dodge?

- I wouldn't sleep good.
- Yeah, but would...

anybody give me
a fair shake there?

I don't think so.

I'll tell you something, Fallon,

I don't think you're
entitled to a fair shake.

That's a funny thing
for a lawman to say.

Look, you robbed the
stagecoach, you got caught,

and you spent
five years in prison.

And if that's all
there was to it,

I'd do everything I could to
see that you got a fair shake.

But there's too many
places, too many graves.

They haven't been paid for.

You were right, you
haven't changed.

There's something would
help, though, if you'd do it.

What's that?


You see, he hasn't
done anything wrong

except run around with me.

Take him with you.

That wouldn't work
unless he wanted to come.

He doesn't, not yet.

Well, then, I'm afraid
he's still your problem.

Well, I thank you
for coming out, Matt.

Maybe I'll see you
again sometime.

I hope not, Fallon.


All right, boy, you ride on.

Ride? Where?

Wherever it is you were
bound that night we met up.

You just ride out.

What'd I do wrong?

Everything you said, I did.

I don't want to see you
around here anymore.

Well, you've got to
give me some reason.

No, I don't. I told you to
go, that's reason enough.


I never touched
it after that day.

I left it all right there.

I don't want to see you again.

Aunt Jen around?

She's down at the washhouse.

I think she'll be happy
when we're gone.

All right, where's the money?

I said he'd knowed
that right off.

Said, "He'd smell it was gone."

I want all of it right now.

Sure, sure.

Let him go, boss.
It was my idea.

Any question
whose money that is?

It's Aunt Jen's! You got
your share years ago!

Just hear us out, Fallon.

You want to give
her the money, fine.

We just want some
more, that's all.

Don't you whine to me
about what you want!

Get up and get
it before I kill you!

Now, look, boss...

That's right, "boss"!
You remember it.

I'll get it myself.

You was kind of
floundering around.

We thought this would
bring you up short...

and it sure did.

Like a joke, boss.

I should have known I
couldn't fool you boys too long.

I've got a plan for us.

I'll tell you about
it after a while.

Boss ain't so tired as he says.

Oh, I'm glad you're
home, Race. I thought...

Aunt Jen, this is for you.

What have you done now?

There's nothing
wrong with that money.

I saved that bag for
you a long time ago.

But giving me so much now?

I can't stay on, Aunt Jen.

That'll take care of you for me.

Oh, I'd hoped you could stay.

Seems if they'd let you
be, you could live on here.

I wanted to.

So much money.

Well, there's enough, Aunt Jen,

you should never
want for anything.

Don't you trouble
yourself about me.


Live as long as you can.

I just couldn't go.

I just don't understand.

All right, this is one
ride you can go on.

You're to do what
you're told, understand?

Exactly what you're told.

Okay, come on up to the house.

Anyone want out?

We've always been with
you. You know that, boss.

If he keeps his big mouth shut.

I'm to do exactly
as I'm told. Exactly.

Is anyone afraid to go
up against Matt Dillon?

Ain't you?

I can get him out of Dodge.

Who else is gonna keep you
from taking the stage office?

You just beckon,
and he comes out?

I did it this morning,
didn't I, Britt?

I rode in, said, "Race
Fallon wants to see you."

The marshal rode
out meek as a lamb.

You's testing him, Fallon?

I sent for him, he came.

The town would be nothing
without him, I'll say that.

Told us not to come
back. Mind, Filler?

Be a pleasure to go
against his wishes.

Just me and Filler
take a stage office?

Britt'll go in and get the
marshal, I'll keep him company.

A four-way split?

There's four of us.

We'll camp outside
Dodge tonight.

Tomorrow we'll do the work.

And we'll meet for the split

in the old canyon
place tomorrow night.

Quick and clean,
just like old times.

Well, ain't none of us
getting rich standing here.

Did you ever kill before, Britt?

No. I never had to.

You figure you
could if you had to?


There may not
be any killing at all.

Oh, boss, you
can't count on that.

Come on, boy, get up.

Let's see you draw.

All he's gonna do is go in
town and get the marshal.

Oh, let me show him, Mr. Fallon.

I can draw fast enough.

I guess you can't
draw fast enough, Britt.

You lie still.

I'll saddle up the horse
and get you to a doctor.

Can you fix it?

That leg better be all right.

I think he's gonna
live, all right.

Now, keep out of
my light, will you?


Fallon, if you're gonna be here,

you sit in that chair and
keep your mouth shut.

I'm gonna be a
little busy over here.

This money's for him.

You can take your fee out of it.



Hold it.

What's the idea, Fallon?

This may be the only good
idea I ever had in my life, Matt.

I'm gonna kill you.


I just killed
Grosset and Filler.

I know you'll be
after me for that.

I'm not going back
to any more jails, Matt.

Now wait a minute.

I can't wait any longer, Matt.

I'm glad it was you... Matt.


you're the...

nearest thing to a friend...

I got.

I-I had to die, Matt.

It was the only... way

they'd let me sleep.

Maybe you just didn't
know him, Marshal.

I knew him well enough.

With me and with Aunt
Jen, he was a good man.

He killed and stole his way

across this prairie
for 20 years, Britt.

He killed old men, boys,
young men with families.

Race Fallon was a lot of things,
but he was never a good man.

Ah, he sure was good to me.

I'll tell you something.

He could be good
for you if you'd let him.

If you'd take a lesson
from the way he lived

and the way he died...

then he could be good for you.

What do you think
his chances are?

Could go either way, Doc.

It's up to him.