Original subtitles

♪ Our story tells of a man grown old ♪

♪ His blood's still warm but his heart's grown cold ♪

♪ He thinks he's still the man he was ♪

♪ But the young poke fun at everything ♪

♪ Everything the old man does ♪

♪ Marshal Flagg Marshal Flagg ♪

♪ As men grow old ♪

♪ Their footsteps drag ♪

♪ Younger folks start makin' jokes ♪

♪ They'll be laughin' at Marshal Flagg ♪

♪ They'll be laughin' at Marshal Flagg ♪

♪ Laughin' ♪ ♪ Laughin' ♪

♪ At Marshal Flagg ♪

♪ A man recalls all his youthful days ♪

♪ When he tasted life in a million ways ♪

♪ He dreams his dreams at times it seems ♪

♪ That he's only two times ten ♪

♪ And he's full of fire again ♪

♪ The man he was ♪

♪ Way back then ♪

♪ Marshal Flagg Marshal Flagg ♪

♪ As men grow old ♪

♪ Their footsteps drag ♪

♪ Younger folks start makin' jokes ♪

♪ They'll be laughin' at Marshal Flagg ♪

♪ They'll be laughin' at Marshal Flagg ♪

♪ Laughin' ♪ ♪ Laughin' ♪

♪ At Marshal Flagg ♪♪

Damn red-headed chicken thief!

'Blow his stealin' head off.'

Damn fox ate another one of my hens this mornin'.

Consarned thieving..

Well, get down off of there.

Come have a snort.

- Nippy, huh? - Nippy, hell!

I damn near froze last night.

Why didn't you sleep inside?

Walls and rooms is for city folks.

Well, then, why did you build it?

'Never built nothing like it before.'

Grundy, either your coffee

or your liquor's gettin' awfully rancid.

- Chaw? - No, no.

So, what no-good you've been up to?

Uh, just the usual.

I saw some..

What?

Saw some..

Grundy, will you please spit?

Saw some men yesterday, down by the flats.

Who were they?

Never seen them before.

What'd they look like?

- Mean. - What do you mean "mean?"

Just mean. Ornery.

Well, what were they doing? How many of 'em were they?

Not much of anythin'. Just sittin'.

About a dozen of 'em.

Well, didn't you see anything, hear anything?

'I heard a couple of names. One was called Waco.'

And another called, uh.. I can't remember exactly.

McBride, MacLean, McKay.. Somethin' like that.

McKay? Did you say McKay?

'Somethin' like that.'

What does he look like, this fellow McKay?

'Only saw his back.'

- From the back then. - Well..

He was tall. Taller than the rest.

He wore them long Mexican spurs with the pointed rowels.

His horse and his clothes, what color were they?

Black. Whole outfit.

'Horse and men. Even his holster.'

'I remember that 'cause he wore it high on his belt.'

Not low like some of these show-offy young'uns.

John McKay. That's who you saw.

'You mean The McKay? Big John McKay?'

That's right.

I thought he was killed years ago.

Down along the Red River.

So did I.

Thanks for the coffee.

If you need an extra gun, count me in.

Thanks, Grundy.

Hot damn!

There's finally gonna be some action around here.

Here you go.

You weren't so eager to get

rid of me last night, Jed Davis.

Come on, Ginny, there was nothin' personal about it.

Nothing personal?

Be the first time you ever laid hands on me

that it weren't personal!

High time they close that dirty place.

Been a shame of this city.

Harold!

- Hi, Nell. - I don't know you, do I?

Bye, Nell.

I sure as hell should remember him.

Harold, you tell me immediately how you know that woman?

Harold! Answer me this instant.

She's a friend of pa's.

'Hey, Nell, give us something'

'to remember you by.'

This'll remind you of what you'll be missing, boys.

- That's my garter. - No, it's mine.

Give me my garter, will you?

- I swear to.. - Fight!

I never figured on this much fuss.

Well, Howard, fuss is publicity

publicity is votes. Remember that.

'I congratulate you, Mayor Wilker.'

That establishment was a blight on the entire community.

Right you are, Mrs. Pierce.

It's a civic disgrace, uh, the work of the devil.

Don't worry, Ed. The house will be open right after election.

Good. Good.

Good.

Ooh, good.

Come on, Howard.

So long, Charlie.

Dirty thing.

Take your hands off of me.

Bye! No hard feeling anymore.

- Bye. - This is for you, Jim.

For being the nicest marshal we've ever known.

All right, girls, let's hear it for the marshal.

- Hip, hip, hooray! - Hip, hip, hooray!

'Hip, hip, hooray!'

Well, back to the office.

Public servant's work is never done.

- 'Mayor.' - Yes?

Oh, Flagg. Good morning.

Gonna need about 20 men. Volunteers for a posse.

- Posse? - Did you say posse, Jim boy?

That's right.

You have them bring their guns and ammunition

meet me over at the courthouse

and I'll get them sworn in and we'll...

Wait a minute, Jim. Now wait.

What is all this posse talk?

You know that train that's due Saturday

with the money for the new bank?

Yes.

Well, I think there's gonna be a hold-up.

- Hold-up? - That's impossible.

John McKay has been seen in the territory.

And who the hell is John McKay?

Who the hell is John McKay?

For your information, Mayor Wilker, and Deputy Boyle

John McKay is one of the most wanted outlaws in the country.

Oh, you mean Big John McKay, that old-time train robber.

That's right.

Sure, I remember now.

I read about him in the pulp books, he used to be

pretty famous around the time the James boys was cuttin' up.

The James boys? Ye Gods, that's over 20 years ago!

Yeah, but wasn't he killed, somewhere down in Texas?

Well, if he was, I wouldn't be standin' here

sayin' he's planning a hold-up, now.

- Would I, Mr. Boyle? - Yeah, but the book said that...

I don't give a damn what the book said, the man's alive!

Wait a minute, Jim boy. Now, calm down.

Hold-up, posse..

We haven't used those words in, in years.

Well, in case you've forgotten, mayor, they mean trouble.

Which is exactly what we're gonna have

if we don't quit jawin' and start movin'.

And we're gonna have even more trouble

if we go off halfcocked and get this whole town up in arms.

We're not goin' off halfcocked, the man is dangerous.

Wait a minute, Jim. Let's, let's be sensible.

If he was alive, this man would be 100 years old!

He's no older than I am.

I'll tell you what, Jim boy, let's, um

go over to your office and discuss this

in a rational way.

Shall we?

Ooh, Jim boy, this place needs air!

Get a window open.

Oh! Scared the hell out of me.

Not as scared as you're gonna be.

There's our man.

Do something about those windows, will you, Jim boy?

You look peaky.

Well! This is more like it. A man can work in here.

Space. There's light. There's, there's air.

It's very nice, Howard.

Yes, neatness indicates organization.

Organization promotes productivity.

I'm impressed, Howard.

Well, I hope you'll be impressed when McKay

hauls off a $100,000 on Saturday.

Now, look, Jim, this poster is 20 years old if it's a day.

Now, it cannot be the same man.

Well, it is. I had a detailed description.

A description? I thought you said you saw him.

I said he was seen in the territory.

Oh, then you actually did not see him?

- No. - Well, who did?

- A fellow named Grundy. - Grundy?

Oh, Jim!

That crazy, whiskey-guzzling, old sot in the hills?

He is not crazy.

You can't be serious, Jim boy.

You mean, you'd turn this town upside down

and create a panic over some wild bandits

or some bank robbers on the word

of a lunatic hiding up in the hills?

He's not a lunatic, and he's not hiding in the hills!

He just don't take to city life.

No, we can't risk it, Jim

not with an election coming up.

Now, if you told me that you had seen McKay with your own eyes

I would consider a plan of action.

But this is just.. This is just hearsay.

You can't run a town on hearsay.

We'd be the laughing stock of the state

if this turned out to be a wild goose chase.

Jim, go home.

Forget about posses and hold-ups and the like.

Time marches on.

Well, I'm still marshal of this town.

And as long as I am, I aim to do my job the best way I can.

I'm formin' a posse.

I'd like your cooperation, but if needs be..

Jim boy. Jim, wait a minute.

'Now, Saturday is two days away.'

'Now, all I'm asking for is a couple of hours'

to analyze the situation.

Now, that's fair enough, isn't it?

Well..

You're a reasonable man, Jim boy.

Howard, I'd like..

Howard?

I want you to walk me to the office.

I have something I want to discuss with you.

James Flagg.

You are late for supper. You know what time we sit down.

I mean, I don't run a restaurant here.

I haven't got time to eat anyway, Mary.

- Hi, Jim. - Hello, Billy.

Marshal Flagg, Billy, you know that.

Boy, you should've seen all the ruckus in town today.

A whole bunch of ladies were piled aboard the train

'and the mayor was there, and everything.'

- Yeah, I saw it. - Where are they going?

- 'Who?' - The ladies.

Another town, I guess.

Why?

- Billy! - 'Mm, Ma!'

- And don't call me Ma. - Did they wanna go?

I don't suppose it occurred to anybody to ask them, Billy.

They weren't bad, were they?

I mean, if they'd been bad

you'd have run 'em out of town, wouldn't you?

Yeah, Billy. If they'd been bad, I'd have run 'em out.

Then if they weren't bad and they didn't wanna go

how come they went?

Well, uh, Billy, someday you'll learn

that people don't always agree on what's good and what's bad.

Now, uh, about those ladies, they were just, uh

practicing the oldest profession on earth.

I thought being marshal was the oldest profession.

No, that's just second oldest.

Well, then, what's first?

You got yourself into this. You get yourself out.

Well, Billy, you see, the, uh

the Lord made men and he made women

and he, uh..

Well, he didn't make them quite the same.

Gee, I know that. But why did...

Billy, that's enough questions.

Now, uh, why don't you just run along, huh?

Grown-ups don't tell kids nothin'.

Ma, Howard Boyle's here.

- Billy. - Come on in, Howard.

- Evening, Mary. - Evening.

- Marshal. - Howard.

The, uh, mayor wants to talk to you, Jim.

- Already? - 'Yeah.'

He decided to cooperate, huh?

I think you ought to come down and see him yourself.

You tell His Honor I'm on my way.

Okay.

And, uh, Howard, start roundin' up a posse.

I'd like to be on the flats by sunup.

Right.

What's this about a posse?

Oh, nothing to worry about, Mary.

Not now, anyway.

Jim?

Be careful, will ya?

I'll be back. Maybe then I'll take you to dinner.

♪ For he's a jolly good fellow ♪

♪ For he's a jolly good fellow ♪

♪ For he's a jolly good fellow that nobody can deny.. ♪

Jim! Jim boy, come on!

♪ For he's a jolly good fellow ♪♪

Come on!

Come on, Jim boy.

Come on, Jim, this is for you.

Come on, this is it for you, Jim boy.

Folks, this is a great day for our town.

Today, we're gonna pay our respects to a man

who has devoted 20 years of his life

to make this a safe and decent place to live in.

You know, when Marshal James Flagg

came to our fair city, it was

untamed, lawless, frontier town.

'But with honesty, resolution and dedication'

'regardless of personal danger'

James Flagg has tamed this town

and made it the prospering community

we all enjoy today.

And so, it's come time for us to pay the debt

we all owe to this courageous man

and to show our appreciation for a job well done.

Jim boy, in appreciation

for long and outstanding service..

...we present you with this gift.

Well, open it, Jim boy. Open it.

'Read the card, Jim. Read the card.'

"To James Flagg, Marshal Emeritus."

Yes, that's the sentiment we're gonna inscribe on it later.

I didn't have time today.

And, folks, with the watch goes a full pension for life!

'Carefree days of whittlin' and fishin'.

And each year, henceforth

this day shall be known as Flagg Day.

Now, we all know that it's gonna be mighty difficult

to fill Marshal Flagg's boots

but there is a man among us

who's going to give it a first-rate try.

Howard Boyle has youth.

He has integrity.

He's bold, ambitious and he's honest.

And he will give us the kind of law enforcement

that we all need.

I give you Howard Boyle.

"It's a.." Ahem.

- "It's a great honor to..." - Louder. Louder.

"It's a great honor to

"be chosen marshal of this fine city.

'"I shall endeavor to carry out'

'"the duties and responsibilities'

'"of my new office'

"in a fine tradition of my... predecessor.

- With the.." - Aid.

"...aid and support

"of our great mayor

"and all of you

'"I feel confident'

'"of the continued growth'

'and prosperity of our great city."'

Thank you.

Howard, thank you.

And now, by way of celebrating

the town treasury, with a little persuading from me

has decided to foot the bill at Polly's.

Drinks on the house.

♪ A lawman's lost when he has no star ♪

♪ And when you're licked people know you are ♪

♪ They give him a watch and with that gem ♪

♪ In a minute flat he's just a bust ♪

♪ 'Cause he's just like one of them ♪

♪ It's tough to hear that you're all washed up ♪

♪ But he drinks the dregs of that bitter cup ♪

♪ He says you fool keep cool keep cool ♪

♪ Then a door that's monogrammed ♪

♪ With his name is fiercely slammed ♪

♪ And then he thinks ♪

♪ Well I'll be damned ♪

♪ Marshal Flagg Marshal Flagg ♪

♪ Beneath his shirt his shoulders sag ♪

♪ Where to go he doesn't know ♪

♪ No future for Marshal Flagg ♪

♪ No future ♪

♪ For Marshal Flagg ♪♪

No, thank you.

I still don't figure what you're gonna do.

You can't take 'em all on.

You aimin' to get McKay first?

Don't know why you're even botherin'.

Let McKay pull it off.

Teach that rotten town a lesson.

Oh, it's not the town's fault, Grundy.

They thought they were honoring me.

Honor? Hell, they don't even know the meanin' of the word.

Why, probably not more than a dozen even recollect

what a hellhole that place was before you pinned on your badge.

Well, it's too late to do anything about it now.

It's done.

I got McKay to think about.

- I'll get my gun. - Oh, no, you're not coming.

- Why not? - 'It's not your job.'

Well, it ain't yours no more either, damn it!

They fired you!

Thanks for the hospitality, Grundy.

You got a nice warm place in there.

You ought to try it sometime.

You go gettin' killed, don't come running back here.

Damn fool.

'Damn fool!'

Beats me.

It's open.

When the hell are we gonna move?

- Cards. - Two.

Waco knows what he's doin'.

Found out about the shipment, didn't he?

Besides, today's Friday.

The money don't come in till tomorrow, so what's the hurry?

The hurry is, I get jumpy just sittin' around.

Jumpy? What the hell's to get jumpy about this job?

Town full of hicks, it'll be a pushover.

Yeah, if there ain't any Pinkerton men.

For that kind of money

a man's gotta figure on some risk.

Risks or no risk, it sure beats the hell

out of busting your back for three dollars a day.

- 'Cards.' - 'Two.'

'Three.'

'It's your bet.'

'By me.'

Your bet.

I swear one day I'm gonna stuff my boot

right down that old man's mouth.

I don't know why we drag him along in the first place.

He's supposed to know this country.

He had a, had a gang once that operated in these parts.

Hard to imagine, ain't it? Him leadin' a gang.

'Call.'

'That and that better.'

Up.

Turn around.

- You know him? - Yeah, I know him.

'His name is Flagg. James Flagg. US Marshal.'

'Marshal? That old man?'

Flagg?

McKay?

Get 'em saddled.

You spook them horses?

I asked you a question, mister.

He spooked them.

Sneaked up on McKay, I hit him.

What do you want this old buzzard for?

He says he's a marshal.

He sure don't look like no marshal to me.

This is James Flagg.

Now, who the hell is James Flagg?

Who the hell is James Flagg?

He's the toughest marshal this side of the Mississippi.

Oh, yeah?

What town you toughest marshal of?

Purgatory.

He's the marshal of Purgatory

'down along the Forks River.'

You're a little outside of your territory, ain't you?

Purgatory's more than 100 miles from here.

You sure this isn't another one of your wild stories?

If you're a marshal, let's see your badge.

I don't see no badge.

I lost it.

Well, the famous marshal lost his badge.

He's a marshal like you're Calamity Jane.

Mount 'em up, Deuce. We're headin' for Progress.

What are we gonna do with him?

Shoot him.

Can't go cold-blooded killin' a man like that.

Well, then stay here and hold his hand.

Pick you up Saturday.

Better anyhow. That way you'll be out of my hair.

Now, wait a minute, Waco!

Now, listen, McKay, you're here

on a free ride and you know it.

You're hangin' on by your teeth.

Now, you want to come, you put a bullet

in your marshal friend here.

If not, you stay here and hold his hand.

Either way, it don't matter to me.

If I hadn't seen it with my own eyes

I never would've believed it.

Now, don't you get any fool notions.

This is still my gang.

Waco works for me.

Oh, yeah, sure.

I never figured I'd see the day

that John McKay was rawhided by a green kid.

Rawhided? Look who's been rawhided!

You walk in here, broad as daylight

you take three steps and you get your scalp parted.

You put that cannon away

and I'll show you whose scalp gets parted.

Oh, no. I leave fool stunts like that to marshals.

Why, you flabby...

Don't give me an excuse to use this.

All these years and you still get riled up

just thinkin' about it.

I get riled up when I think about a man breakin' his word.

- Never gave you my word. - The hell you didn't!

Oh, the hell I did!

You told me that you wouldn't pull anything

and the minute I turned around

you damn near knocked my head off.

What'd you expect me to do?

Let you take me in and spend 20 years in jail?

I expected you to keep your word.

I promised. I never gave you my word.

Well, what the hell is the difference?

One's a promise, the other's my word!

That's the difference.

Oh, no.

Sun never set on the day that Big John broke his word

to a friend or an enemy.

'What was that business about me being Marshal of Purgatory?'

Waco would've shot you right on the spot

if he knew you were the Marshal of Progress.

- What's that to you? - Nothin'.

'I just don't go for unnecessary killin'.'

I still can't get over it.

All these years and you're still huntin' me.

I was hunting jackrabbits, not you.

'Matter of fact, I forgot about you years ago.'

I heard you got killed down along the Red River.

Red River. Phew.

That job would've made the James gang

look like city boys.

Three express cars!

More gold than in a dozen banks.

And more Pinkerton men, too.

Still don't know how I made it.

I did get two slugs. Right there.

Guess the bullet with Big John's name on it

just ain't been fired yet.

You damned idiot! I'd have hit him!

Get him. Come on, boy.

Damn fool.

Carmel, you grow more beautiful every year.

Oh, thank you.

To you.

I do feel wicked imbibing before sundown.

Oh, well..

Voila.

Sundown.

Oh, Mayor Wilker.

You know, Mayor Wilker is so, so formal.

My.. My Christian name is Randolph.

- Randolph? - Yes, but to you it's Randy.

- Now, Randolph.. - No, Randy.

Randy, we must remember I'm a missus.

I, my dear, am a mister.

If my husband knew, why...

'Never fear.'

Your husband is aware only of engines

valves, gasoline.

- It's true, I'm afraid. - Yes.

Every weekend he's out and about in his automobile

while you, in the bloom of your youth and beauty

are left alone, unattended.

- Like an unplucked rose. - Yes.

- Wasting away. - Yes.

A victim of internal combustion.

Yes!

That's why we belong together, Carmel dear.

You, a lonely woman.

I, a lonely public servant.

Both of us love-starved victims

on the altar of Progress.

Are you lonely?

Lonely?

Oh, Carmel dear.

When I sit at my desk

pondering the awesome responsibilities of my office

I'm probably the loneliest man in the world.

- Oh, you poor man. - Yes.

So your mayor needs... assistance

devotion, and patriotic support.

You are patriotic, aren't you?

I'm a member of the DGW.

Oh.

The what?

Daughters of George Washington.

We're more patriotic than anybody.

Well, that's what I'm gonna appeal to, your patriotism.

There.

There.

You see, what I need..

What I need is the warmth of my constituents.

Ah, yes, the warmth.

Their affection.

Yes, their affection.

Their spiritual sustenance.

Yes, their spiritual substance.

Yes, my dear, substance.

'Mmm. Mayor.'

'Randolph.'

- 'Randy!' - Mayor?

Yes? Flagg!

Well, it's nice to see you, Mrs. Flannahan.

We'll discuss your suggestion

at the, at the next council meeting.

- Have you gone crazy? - Mayor, this is...

Don't you know what doors are for?

- 'Mayor... ' - Don't you know how to knock?

Are you totally out of your mind?

Will you listen to me?

It'll take a $10 bottle of perfume to smooth this over.

Mayor, this is Big John McKay.

- I want to get to the emporium. - Didn't you hear me, mayor?

This is John McKay. Fella I was tellin' you about.

Yes, yes. Of course, we'll discuss it later.

But his gang is in town right now.

Right you are, Jim boy.

But, mayor, the bank! Tomorrow's train.

- The money! - Look, Jim boy, you're retired.

'Now, you don't have to think about those things.'

Now, just go home, relax, go fishing.

Boyle can handle these things.

These men will eat Boyle alive!

Come on now, Jim, don't exaggerate.

Now, Jim boy, you know my office is always open to you

but next time knock a little. You know what I mean?

You scare the hell out of a man, barging in like that.

And both of you, take a bath, you're a sight!

Listen, Jim boy, uh, could you stop at the emporium and...

You buy your own damn perfume!

Right you are, right you are, Jim boy.

Retired? Jim boy!

Jim boy's been retired.

What'd they do, throw you out for some

fancy-pants young dandy?

Come on, move.

So that's it, ain't it?

After all those years

they give you a gold watch, and a pat on the back

and a kick in the ass, didn't they?

See. They say there's no honor among thieves.

Look.

What's happened makes no difference

as far as you're concerned.

You're my job, badge or no badge.

Now mount up.

Come tomorrow, I'm gonna take you

over to the county seat and turn you over

to the US Marshal.

Where to now?

You go back up on your mountain and try to stay out of trouble.

Yeah, but, Jim, you...

Will you do like I said, Grundy?

'Damn fool!'

Just like you said, Waco

train's due at 9:00 tomorrow morning.

You seen that new bank yet?

It's gonna take a ton of dynamite to blow it.

That's why we ain't gonna try.

I thought you told me the plan was...

Plan's been changed.

We'll make our move at the depot

when they unload the money from the train.

And we hit them from all sides at once.

You two spread the word.

We'll meet at the depot in the mornin'.

Tell the boys to stay out of trouble tonight.

Tuber.

One schooner. Hi.

That'd warm a man's bed on a cold night.

This thing is over, I think I'll get me one just like her.

Why wait?

How about a drink, honey?

I don't drink with customers.

Deuce.

Waco don't want no trouble tonight.

Here we are.

Here, let me help.

Oh, that's alright.

Well, I'm pleased to know

there's one gentleman here, anyway.

James, are those really necessary?

Yes, they are really necessary.

Thank you anyway, ma'am.

It's alright.

Mmm, that's delicious.

Really?

As good as Mrs. McKay's?

'Mrs. McKay's?'

'You really believe there's a woman fool enough'

'to get hitched up with the likes of that one?'

James Flagg, I'll ask you to mind your manners.

You may have your reasons for behaving like this

but as long as Mr. McKay is a guest in my home

I want him treated courteously.

Courteously?

- That thievin', low-down... - James!

I'm sorry, Mr. McKay.

It just seems that some folks

have never really learned proper manners.

Thank you, ma'am, but I've, uh

I've learned to make allowances.

Well, if there's anything else you'd like, just call.

Goodnight, ma'am. And thank you again.

You're welcome.

Jim boy, the sugar.

I'll take just a smidgen.

Jim boy?

I'm a guest.

Just a smidgen.

- Thank you. - Heh-heh.

Mrs. McKay. That'll be the day.

There was.

Was what?

A Mrs. McKay.

I don't believe it.

When could you've gotten married?

After the Red River job

I was shot up pretty bad.

So I went up to Canada for a spell.

There was... this woman..

'So?'

Forget it.

Well, who was she?

A Quaker gal.

You have got to be the world's biggest liar.

Are you tellin' this straight?

A real fire and brimstone Quaker?

Well, if you're not lyin', how come you're not up there

'in Canada with your wife?'

She died.

'The fever. Two days, it was all over.'

Everything.

Any young'uns?

One. A boy.

It's been five years since I've seen him.

- Who's taking care of him? - His ma's kin.

Five years, that makes him almost 11.

How about you, did you ever get hitched?

Nope.

Never did.

Billy, what are you doin' up this late?

I heard you talkin'.

It's you, Mr. McKay.

Beats me how you'd even know who it is anymore.

Gosh, Mr. McKay

I knew it was you the minute I saw you.

Jim's told me all about you.

Why, he says you're the most famous train robber

in the whole world.

Did you come to rob a train, Mr. McKay?

Don't you think you'd better get back to bed, Billy?

Ah, Jim, do I have to?

Your ma catches you down here, she's gonna tan all our hides.

- Now get. - Hey, Billy.

I'd consider it a favor if you'd sell this poster to me.

Oh, no, sir.

Jim gave it to me for my scrapbook.

I could never sell it, not for anything.

I understand.

But here.

Whatever happened to the rest of them

'the ones that didn't go to Red River?'

They're gone. They're all gone.

Smiley was hung, over Tulsa way a few years back.

Jessup was killed by the Pinkertons

on the Union Pacific.

Blanchard was shot in a stud game

over in Tombstone.

Doc Samuels put a bullet in his own head.

They're all gone. What about your bunch?

The same. They're all dead.

Owens. Blake.

Kincaid. Haggarty.

Even old Dawson.

Marshal Abilene?

Eyes got so bad he couldn't hit a six-foot fence.

They still bushwhacked him.

Shot him in the back, at night from an alley.

Back-shootin', bushwhackin'..

That's all the young ones know nowadays.

They got no pride, they got no honor.

Just ain't no fun anymore.

You got a privy out back?

What do you mean, out back?

The name of this town is Progress.

We got one right here in the house.

- In the house? - Yeah.

Right there under the stairs.

You gonna hold my hand?

Well, I'll be damned.

Grundy.

Well, now, time sure ain't been no enemy of yours.

You look fine, Polly.

Thanks.

Now what brings you to town?

Oh, I just figured I'd pay a visit

see how civilization's coming along.

Ain't too encouragin'.

Ralph, a glass of our worst for my friend.

You tired, boy?

Store-bought whiskey! Ain't got no kick.

She ain't too good to drink with an old mule skinner.

Guess whatever women want, you ain't got.

Yeah?

Watch.

Hey, I thought you didn't drink with the customers.

That's right.

Well, what do you call this old rummy?

- Rummy? - He's a friend.

Well, that's all I wanna be, honey.

Just a friend.

Why, you..

You just made a bad mistake, old man.

Don't.

Drop it.

'Drop it.'

You're a pushy one, ain't ya?

Well, you're still young, maybe you'll learn.

Thanks for the drink, Polly.

Old man!

Grundy!

Oh, Grundy.

Well, somebody get a doctor, hurry!

Polly, get me to Flagg.

It was a fair fight.

Fair fight?

He didn't have a chance!

Now, it's your turn, mister!

- Polly, put the gun down. - No!

I'll take that gun.

Come get it.

Thanks.

Anytime, marshal.

I believe in law and order.

Come on, I'll help you get him to the jail.

Uh..

There was a razor.

Oh, the hell with them.

Jim! Grundy.

- Grundy, for the love of.. - They're all over town.

I thought I told you to stay out of trouble.

I could have took him, Jim, if he fought fair.

I could have took him.

Jim, I..

Jim, you're out-gunned.

There's nothing you can do about it

short of taking on a dozen men

and getting yourself blasted all the way to hell.

You got any bright ideas?

Going fishin' sure does take the miseries out of a man.

Gonna have to fix that one of these days.

Once every fall for ten years you've said that.

Yeah, I guess.

It's cold.

- Let's go on inside, huh? - I'll be along.

You'll just catch your death standing out here.

I'll be along, Mary.

Jim, I know what's going through your mind.

But, please..

...don't do anything foolish.

He was my friend, Mary.

He died doing my job.

I know.

But..

...there are too many of them.

You'll just get yourself killed, too.

Maybe, it should have happened a long time ago.

Men like me and McKay in there, we've..

...outlived our usefulness.

Why, that is just nonsense.

Why, you're as needed now as you ever were.

Yeah, that's why the town gave me that nice

shiny new watch yesterday.

Oh, I'm not just talking about the town.

You're needed here.

I mean..

Billy needs you.

'You're the only father he's ever known.'

And..

...I need you, too.

♪ Sweet are the slumbers ♪

♪ Of the virtuous man ♪♪

- 'Randy?' - Yeah.

You're not gonna desert me, are you?

Not after last night.

My dear, sweet Carmel..

You know, nothing on earth could provide me with more pleasure

than spending the entire day with you.

'Lolling idly..'

Partaking of your bountiful fruits.

'But, consider this..'

Would our love be as magnificent if it flourished

at the expense of Progress' progress?

Oh.

'Could any man ask for more than you?'

My sweet..

I think not.

You're so handsome.

I wanna tell the whole wide world how wonderful you are.

Oh, no!

'I mean, uh, don't think I don't appreciate'

your gesture, my flower, but I don't need anyone

to blow my trumpet for me.

Besides, I think it would prove prudent

if our mutual respect remains a private affair.

Oh, by the way.

Uh, your husband, what time was he expected to return?

Mayor! Mayor!

- Mayor! - Hey, mayor!

We wanna see the killer.

Yeah, can we go to the jail and see him?

Wait a minute. What.. What's all this killer talk?

We don't have any killer in jail.

Oh, the heck there ain't! You know he's there.

The one that shot the old man.

'Uh, Grundy, that's his name. Grundy.'

Yeah, that's the one.

We want to see the killer that shot Grundy.

Well, I'll tell you what I'll do, boys.

I'll go over and talk to Marshal Boyle.

If he says it's alright, then we can take a quick look.

I'll be right back.

We want to see him, mayor! Or we ain't gonna vote for you!

Little..

Howard!

Howard.

Howard.

- Good morning, Turk. - Well, morning, mayor.

- The Express on time? - Last I heard.

Say, Turk..

...you notice anything funny going on?

No. No.

- Heard from your wife, mayor? - Wife?

'Think she's enjoying herself back in St. Louis?'

Yes. Yes, fine. Just fine.

'Course, I haven't heard when she's coming back.

See you around, Sam.

You done real good.

Now, just sit back and relax.

'Mary!'

'Mary.'

- 'Oh!' - Mayor Wilker.

'Yes. Where's Jim?'

- Oh, right in there. - Thank you.

Jim boy, we're in trouble.

We are in big trouble. Good morning.

What.. What's he doing here?

Well, what the hell did you expect me to do?

You wouldn't let me lock him up.

Oh, you're right. You're right.

I was a fool not to listen, a thickheaded fool.

But, look, that's, that's water over the dam.

We can't cry over spilled milk. Now, look.

The real problem is

what are we gonna do now? They're all over town.

There's one holding a gun on Turk down at the depot.

- What about your boy, Howard? - He's gone! Disappeared!

Do they suspect that you're onto them yet?

Yes, I think.. No, I don't think so, no.

Listen, Jim, we've got to think of something.

- They're gonna rob the bank. - Oh, no.

I don't think we have to worry about the bank.

What are you saying?

The way I figure, if they're bright

they'll have that money long before it gets to the bank.

Brilliant. Jim boy, that's brilliant.

Of course, they'll steal the money en route. Of course.

Well, how does knowing that help us?

It doesn't.

Well, we just can't let them steal the money.

There's an election coming up in two weeks.

We'll pass out guns, arm the men.

And start a war?

You think those people are gonna re-elect you

if half the town is massacred?

Ah, you're right, Jim boy, you're right.

'This is gonna take something special.'

Say, why don't you go up on the roof and pick off a few?

That's something special, alright.

That's special enough to get Flagg's head blown off.

- You shut up, McKay. - Wait a minute now, Jim boy.

Maybe Mr. McKay here has

something constructive to contribute.

There's only one plan, and it's as plain

as the nose on your face.

'You can't stop them from getting the money'

'once the train gets into town.'

And since they're covering the telegraph

you can't stop the train from coming into town.

What you gotta do is stop the train from stopping at town.

What? Stop the train from st...

The train just steams right on through.

Fellas down at the depot would be looking mighty foolish.

But the train will stop, it always does!

Not if somebody boards it and tells them not to.

Ooh. A tremendous idea.

That is bold, that is inventive, it is audacious.

It's worthy of your reputation, Mr. McKay.

- I am impressed. - Well..

Well, that's the plan, Jim boy.

We, uh, ride out of town, board the train

and just roar right on through.

- What do you mean "we?" - Well, of course, I'm coming.

You don't think I'd let an opportunity

like this slip by, do you?

I mean, have you any idea what this can do for my career?

'Oh, I can see it now.'

Crisscrossing the country

delivering lectures on law and order.

The need for positive action.

'Civic responsibility.'

Yes, I could write a book.

I could write a weekly column syndicated all over the country.

The world.

You know, I could be governor.

Maybe even president.

President Randolph Wilker.

Oh, boy, there'd be no stopping me.

- 'Mr. President.' - Yes?

I should mention something kind of important.

'Please go ahead.'

If you're gonna pull this off

you're gonna have to board

a train at a dead run

and if you ain't careful...

- That means while it's moving? - While it's moving.

If you ain't careful, you could wind up like Dusty Boggs.

- Dusty Boggs? - 'He boarded a train once.'

- Oh, what happened to him? - I don't know.

All we found was a grease slick along the cinder bed.

You make an excellent point, Mr. McKay.

Yes, I should be more prudent.

I have a whole town to worry about.

'If this was for my own safety, there'd be no hesitation'

but, ah, I do have a public trust.

Country's just lost a president.

Tell you what you do, Mr. Mayor.

You go downtown, circulate around

let yourself be seen, and just don't let on

that you suspect anything.

Right, Jim boy. What are you gonna do?

Board the train.

- 'Alone?' - Alone.

Well, what about McKay here? Why can't he go along?

Because he's one of them, that's why!

Not anymore, he's not.

Isn't that right, Mr. McKay?

Yes, ma'am.

As of that old man, Grundy, I ain't got no ties.

Like I said, I don't go for unnecessary killin'.

Then you'll go together.

There.

Now shake.

Do I have your word this time?

You got it.

♪ They're partners now in a frantic chase ♪

♪ Determined looks are upon each face ♪

♪ They ride through the trails of the lonesome hills ♪

♪ And you know these men are real men ♪

♪ Real men with iron wills ♪

♪ There's just one thought runnin' through each brain ♪

♪ They won't give up till they catch that train ♪

♪ They work and sweat to pay a debt ♪

♪ To a most ungrateful town ♪

♪ They said that Flagg's a clown ♪

♪ The folks who let the marshal down ♪

Jump!

'Come on, you can make it!'

Come on.

Guess I'm a bit rusty.

- 'Throw up your hands!' - Reach for the sky.

- We got you covered. - Relax, fellas.

My name is James Flagg, I'm the marshal of Progress.

Marshal, huh? Let's see your badge.

I don't happen to have it with me right now.

I know you. You're Big John McKay.

'I was on the Missouri, St. Paul, in '88'

when you and your outlaw gang robbed us of 18,000.

Now, there is gonna be a train robbery.

But we're not the ones that are gonna pull it off.

You bet your boots you ain't!

One move and I'll splatter you all over the rear of this car.

Lock 'em up, Bump.

We'll be in Progress before long

and then we can turn these two varmints

over to the real marshal.

- Where'll I put them, Tick? - Put them in the privy.

'It's a good place for their kind.'

Alright, come on, move!

Move!

Just keep calm, folks. Everything's well in hand.

Inside.

Imagine him remembering me after all these years.

Bumper, you stay and guard 'em, and watch them like a hawk.

Yes, sir. Don't worry none about me.

Marshal.

Marshal Boyle!

- Is Marshal Boyle here? - You got eyes, ain't you?

You're the hooligan that killed

that old man last night, aren't you?

What of it?

Well, hanging is too good for the likes of you.

If I were a man, I'd take you out

and give you a good thrashin'.

Weren't for that dress, I'd think you were a man

'you ugly old wart.'

Oh! Oh!

- Oh! - 'Ha-ha!'

Wart! Oh!

Ugly! Oh!

- Ugly old wart! - 'Oh!'

Good citizen was just here askin' for you.

Just figured you'd like to know you haven't been forgot.

This damned thing is smaller than I remember.

'Bridge! Bridge!'

Bridge! Bridge.

- Morning. - Morning.

I got the skinny one, Tick.

Come on, we'll head them off up front.

- You hit? - Hit, hell! I just slipped.

Come on, let's go.

Relax, folks, nothing to worry about.

We got them, Bump.

Brake!

Ah.

Flooded.

Harry, th-the train.

Doris, we are here.

The depot is there.

Trains stop at depots.

Harry.

Harry. It doesn't seem to be slowing down.

Are you sure, Harry?

Doris, please.

- Harry, it didn't stop. - Hey!

Everybody! Hey!

Stop, stop! Stop!

Everybody!

Up in arms!

Up in arms, everybody!

They're gonna rob the train.

Follow that train.

- 'Everybody!' - Tallyho!

Three no trump.

That's it, boys, we're gaining on 'em.

Four of hearts.

They're the bad guys, not us!

And they're gaining on us! Now, what can we do?

Wha.. Uh, get me down! Get me down!

Hey, what the hell's he doing?

Double

They're gonna attack us.

Damn it! I quit!

Beats the hell out of me.

Jump!

Redouble.

'Hey, dynamite! Dynamite!'

Let us get outta here!

Come on! The honor of Progress is at stake.

'Come on, men! Come on.'

Forward.

- Hey! - Stop!

I think he's tryin' to tell us something.

Stop! The bridge is out!

That's what he's tryin' to tell us!

Oh! Oh, she's running wild! Jump!

Hell of a way to run a railroad.

Get them money out of there!

Hurry it up! We ain't got all day!

See 'em?

Maybe we gotta get..

'Should we join 'em?'

Let's get the hell outta here.

'Waco!'

You sure got style, McKay.

I'd say that much for you.

I thought I could beat him.

You beat him.

Here! Jim boy, you did it!

And you, Mr. McKay.

I have never witnessed a more splendid example

'of audacity and valor.'

This story will be told and retold

around campfires by men who still ad-admire courage

and-and daring..

- Yes, sir. - Pardon me.

I'm David Cargo of the New Mexico Press.

Oh, how do you do, sir?

Is there any truth to the rumor

that you're thinking of running for governor?

Governor?

Well, I, I must say

I never even thought about state office, uh

the responsibilities of mayor are awesome enough

but, uh, governor?

One can't be selfish.

I mean, if the country needs

I mean, the state needs me

I, uh, I've never been one

to say no to anyone in need.

For example, now, you, uh

you take, uh, Progress, uh..

Excuse me. Uh, you take Progress, for example.

Now, I came here..

You know somethin'?

I do believe one day that man could be President.

Yeah, he's amazin'.

There's no gettin' around it.

That's the real 20th century man.

Hey, that was quite a show you guys put on.

Hey, look, Jim, I don't pretend

to be half the man you are.

I doubt if I ever will be.

I'd-I'd appreciate it if you'd take the badge, man.

No, you keep the badge, Howard.

I'm a retired man.

Yeah, but the town needs you.

Not anymore.

Now you'll do just fine, Howard.

- Just one thing. - What's that?

You have to learn to tell the good guys from the bad guys.

- Catch that horse, McKay. - Whoo.

Well, Flagg.

What the hell are you doin'?

I'm takin' you in, McKay.

Takin' me in?

I didn't promise

and I didn't give you my word.

The sun never set on the day that James Flagg

broke his word to friend or enemy.

Wait just a damn minute.

You get out of jail, you can take that boy of yours fishing.

He'll be an old man by the time I get out of jail!

Oh, I doubt that. Not after the way you helped out today.

Come on, let's go.

Flagg, you ain't even a marshal.

Now you know damn well the first time

you turn your back, I'm gonna clock you

over the head and run off.

♪ A man is young ♪

♪ Then a man grows old ♪

Flagg!

♪ His blood still warm ♪

♪ But his heart grows cold ♪

Wait!

♪ He's still the man he was ♪

♪ And the folks are proud of everything ♪

♪ Everything the old man does ♪

Damn you, Flagg, listen to me.

♪ Marshal Flagg ♪

♪ Marshal Flagg ♪

♪ He doesn't boast ♪

♪ And he doesn't brag ♪

♪ Now younger folks ♪

♪ Aren't makin' jokes ♪

♪ They're cheerin' for Marshal Flagg ♪

♪ Yes they're cheerin' for Marshal Flagg ♪

♪ Cheerin' ♪

♪ For Marshal Flagg ♪♪