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I was born in the ozarks in 1886

near Springfield, Missouri.

That's where Jesse James is from.

My mama died when I was 3.

My given name was Arizona,

but I called myself Kate after my mama.

Daddy didn't have no money...

Or much luck when it came to getting work.

So we lived like everybody else we knew--

poor and...Day to day.

[Playing amazing grace]

Ah. That song always brought the Jesus out of me.

You play real good, baby.

I'm proud of you.

Go on outside.

Come on over here to me.

Come on over here.

Get out of here, you.

Come on.

Now, you did amazing grace just like I asked you.

Why can't you do that all the time?

I'm sorry, daddy.

That's right.

You're prettier than your ma ever was.

No, I ain't.

Yeah, you are.

You got two big beautiful eyes

like big ol' moons.

Now, you know it's your duty

to take care of me and your brothers.

Do I have to do it again, daddy?

You always have.

The Bible says...

Honor your father.

Oooh!

Get your sister, god damn it!

Ooh!

Ohh!

That's right!

You just keep running, little girl!

So that's what I did.

I just kept on running.

I lived in those hills for six long years.

I learned myself the moonshine business.

Of course,

I had to do this as a boy.

Women didn't do that in those days.

[Coughs]

But his don't come close to this shine.

That'll grow hair on your chest and hair on your ass.

Boy, you must be making a shitload of money.

I do all right.

Folks around here drink it up pretty good.

You talk like you're from upstate.

Where you from, anyways?

[Gunshot] Goddamn!

Move!

Come on!

[Horse whinnies]

[Gunshot]

Aah!

Oh!

Oh!

Come on! In here!

[Kate] Down!

Oh!

[Neigh]

Ready? O.K.

Ohh!

[Spits]

You're almost there.

Oh, heck! Be careful!

[Panting]

Uhh! It sure hurts.

Ready now?

1, 2, 3, up!

Oh, god!

Watch your step. There you go.

That's it, now. Right on there.

I got you. Right there.

O.k. Ready?

Oomp! Shit! That hurt!

Jesus lord! I thought--

what?

I thought you was--

oh, big deal. It's good for business.

I hope you know what you're doing.

I learned how to do this from shooting turkeys.

I ain't no Turkey.

No, but I ain't figured out what you are.

I mean...

Never seen no lady moonshiner afore.

I got a right to do anything a man does.

Like shooting a gun?

That's right. And like making money a man's way, lots of it.

I'm going to give myself the good life.

Don't have to get shot up for it.

Oh, sheriff. I hate him.

He's always after my liquor or a piece of my ass.

Maybe you ought to try something else.

Me...

I'm building me a road stake to my own place.

Be my own boss,

not a day picker.

[Snickers]

That looks like a million miles from here.

No, no, no, no, no. I got me some ideas.

And you know what I'm going to do?

I'm going to hire that son of a bitch

who comes pays me every Friday come work for me.

Ha ha.

And then fire him?

Damn right.

I know some folks who deserve worse.

And they'll get it, too,

while I'm living in a palace in Paris, France.

Just don't get yourself killed first.

Can't remember the last time anybody was nice to me.

I kind of liked not being on the run or scared.

"Trying to be...

"Seen...

The--"

oh, to hell with this!

Now, don't get mad

'cause you don't know your abcs.

I ain't mad. I know them.

I just don't feel like showing off right now, that's all.

How are you going to get rich and live in fancy places

if you can't even read the road signs leaving the county?

By fighting every inch of the way.

No. That's hillbilly talk.

You got to think your way out of these hills.

My pa just took whatever he wanted.

What about you?

Well...i don't know.

I'd...like someplace to belong to for a while

and start a family and...

Whatever else I want!

Ha ha ha ha! Ha ha ha ha!

What do you think about that, George barker?

I like you.

I like you.

We was married that spring,

and before I knew it, I had three beautiful babies

and another on the way.

I had the family I always wanted...

But we was still poor.

You said $2.00 a day.

That's right, barker,

but your wife didn't do half her work.

Next time give me $2.00 worth. Next.

What are you looking at?

Just--just my money.

Work harder. Maybe you'll earn some of it.

Next. Kate--

no!

Your husband wants you to step aside there, Mrs. Barker.

Did you hear me?

Seems like the more I earn,

the more I give back to you.

It's the same thing every day with you-- gripe and complain.

You don't like it, get a job someplace else.

Take them brats, too.

Go on.

Next time work harder.

Next!

Don't listen to that man, son.

Work hard and stay honest,

and you'll get your share of what's good, I promise you.

I love you.

George believed that, but I didn't.

Maybe 'cause I seen more bad than he had.

As the years went on, I knew I wanted my boys

ready to face the worst in life,

laugh right at it.

If they could do that,

the best would come easy, one way or t'other.

Like this, mama?

That's o.K.

Don't worry about that.

Now, just bring it up nice and slow,

aim real good,

and squeeze the trigger real gentle-like.

[Gunshot]

Oh, pa!

Kate...i got a hunting rifle.

So what's the point of learning these boys to use a handgun?

I want my boys to know everything I know.

Aw, let him shoot.

Herman, break that bottle.

Yay! Yeah!

That's good. That's my boy.

Who wants to try next? Arthur?

O.k., now, don't be scared.

Just remember how we planned it.

There you go.

Hurry.

Shh!

Let's get out of here.

Lloyd's a fraidy-cat.

I am not!

Then help me, stupid.

Yeah!

Hey. Penny candy.

Forget that.

Ma said it would be here in the lock box.

Yeah. Look at it.

It's all there, just like she said.

Hey, let's get some.

All right, come on. Let's git. Go.

Who the hell's in here?

Come on, babies!

That you, Kate barker?

Why the hell you here?

Mama, he's got a gun.

We just come for what's owed US.

Give me my money!

Come on, boys!

Let's git!

Nobody says nothing.

And if anybody asks, never give them your right name.

Remember!

The only thing George and I ever fought about

were the boys.

George was weak.

My sons weren't going to pick cotton

and bow to nobody, ever.

And that's what I was learning them.

I'm trying to straighten our boys up,

but you keep flying right against me.

They ain't learning nothing from you

except how to be poor.

We got six mouths to feed,

and we ain't got a nickel more than when we started.

You know day picking ain't going to be my life.

Still got me some ideas.

I don't see no road stake or nothing else.

For the next eight years,

my boys were in and out of jail plenty of times...

But they're still my boys.

I knew you'd get yourself a car one way or t'other.

And a sheriff's car, by god.

You're all going to jail someday, boys.

[Sobbing] Bye, daddy.

[Herman] Come on, ma! Let's go!

Take care of your ma.

Oh, daddy!

[Sobbing]

Come on, crybaby, get in the car.

Oh, George.

This day's been coming for a long time.

Heck, most folks think you'll be lucky

to be without US.

Why don't we all go together?

I will find good wages upstate.

It's too late.

Me and the boys are going to do better, and...

It'll be by ourselves.

I know you tried.

Come on, mama.

We don't want to meet the sheriff coming up the road.

O.k.

Bye, dad.

I'll take care of mama.

Bye, daddy.

Daddy, don't worry about US.

[Herman] Goodbye to slave living.

Ha ha!

[Freddie] Bye, daddy.

Finally I could make my dream come true--

getting rich.

So I taught my boys about making money the easy way--

robbing banks.

And that's what we did, 15 of them.

[Kate] 45 seconds.

Where the hell are they?

[Car motor]

They'll be here.

There they are.

Dumb son of a bitch!

You're late!

Dead cow in the road.

We need to be in and out of that bank

in less than five minutes.

I won't let the family down.

You better not! Practice till you get it right!

Quit horsing around!

You're awful good to let me hide out here while I was hot.

Doing this job's a payback.

But the barkers never done no federal bank job before.

I ain't taking a bullet 'cause your boys got spooked.

No, ma'am. I just ain't going to do it.

The only reason you're in on this

is 'cause we need an extra gun.

The barkers'll hold up their end of the deal.

Just make sure you do the same.

Where's the car?

[Kate] Hey!

There he is!

Where the hell you been, dummy?

Get US out of here, or I'll kick your ass!

Wait for Spencer.

Get moving! Spencer, get in!

Move it, Lloyd, move it!

I'm trying, but there's damn cops everywhere!

Stop right there!

Spencer's been shot!

Mom!

Come on and get 'em, big brother!

Come on!

Come on, Lloyd, move!

I am, mama!

Get him! Come on, let's go!

[Lloyd] Shut up, Herman!

Come on, move it, man!

Christ on a crutch!

Come on, Herman, cover US!

Make 'em eat it!

How do you like that, you sons of bitches?

We're almost there!

There they are! Go straight ahead!

All right! I got him, mama!

I got him! Here it comes!

O.k., Herman, take 'em out!

Herman, you are one crazy son of a bitch!

Jesus, Lloyd, I thought you wanted some excitement.

Baby brother likes it, don't you, Freddie?

Yeah! Yeah!

Shit, ma, we got to get him tended to.

This son of a bitch almost got US killed.

Hey, Herman, mama makes that choice.

Lloyd, you were late.

Mama, I got US out of there quick as I could.

No bank, no citizen

is safe from ma barker and her trash family.

They're spreading like a plague across this country.

I'd love to face down with those sons of bitches.

Excuse me.

You'll have your chance.

You're the new midwest bureau chief.

Thank you, sir.

Look, I know you like a good cigar.

I'll send you a box of these havanas

for every one of these cowards you put in the morgue.

How's that sound?

I'll be smoking a lot of cigars.

You'll operate out of the midwest office with 10 agents.

Cowley here will be your right-hand man.

Thank you, Mr. Hoover.

We'll get the job done.

Good.

Go with Christ.

You as well, sir.

Congratulations.

Uhh!

Aah!

Aah!

He's getting blood all over my new shoes.

Aah!

Aah!

Put a hairbrush in his mouth.

Uhh!

Chew on this, al.

Hey, ma, where'd you learn to doctor?

It's one of the good things your pa taught me.

Uhh! Uhh!

Just hang in there.

Ooh! Ooh.

Nice .38, mama.

It's a .45.

Well, doc, honey, what was the take?

Ain't finished counting yet, but we didn't do too bad.

Got the afternoon deposits like you said we would.

Over $10,000. Should've been more.

Some deputy eating lunch across the street recognized Mr. Spencer here.

That's how come they was waiting for US.

I knew my boys weren't to blame.

You should've seen me. I took out two of them assholes.

Hey!

I don't like trash talk.

Now, I won't stand for it.

Well...let's get to the shares now, shall we?

Ha ha ha ha.

Have a seat, gentlemen.

First lesson...

What's the best way

to track an animal?

Find out its habits.

Learn how he lives and eats.

That's how you catch him.

Now, agent cowley has worked his ass off-- pardon the language--

putting together some files to help to educate you

on the barkers' habits. Sam?

Thank you, sir. This information has been pulled

from state and local police in Missouri and Oklahoma.

Take one and pass it down.

It's quite a family portrait.

Herman barker,

oldest of four brothers.

Arrested nine times for robbery,

three times for assault.

Convicted of second degree murder in 1928.

Served five years until his parole last Christmas.

Top weapons man.

Arthur barker,

alias "doc."

15 counts of burglary,

two counts of assault with the attempt to commit murder,

two counts of robbery, one count rape.

When he was 15,

he killed a factory guard in Oklahoma.

Served eight years.

Real all-American boy, as you can tell.

Knows his way around alarms and safes.

I like this one-- little brother Lloyd.

Strictly amateur compared to his brothers.

Rather spend time with a needle than anything else--

heroin and cocaine.

Probably the best getaway driver in the county.

There's a fourth brother. His name is Fred.

No record yet, but he'll take after the family real soon.

What you need to know

is that all these boys are under the age of 25.

Been playing with guns since they were bouncing on their mama's knee.

This...

Is Mrs. Barker...

Ma.

She likes to keep things nice and homey for her boys.

She travels with them...

Cooks for them...

Kills with them.

And she's never been arrested,

but one of our Tulsa deputies

confirmed it was ma

who blew a cop's head off like she was swatting flies.

Well, this here handyman's

saying that's the barker car up there.

Shot to pieces, blood on the seats.

Must be the Chevy they use. Let's go.

Hold it steady, Freddie.

That there is a spoonful of happiness.

You ought to try it.

Oh, man.

I don't see what that stuff does for you.

Ah.

Ahh.

Take time to look...

And notice all the pretty things all around you.

Ha ha! Like them little kids...

Running through the woods.

Lloyd.

Look at 'em.

Lloyd, come on! Come on! It's the law!

Oh, shit.

Come on!

Ma!

Ma! Herman! The law's coming in!

How many?

At least 10.

Doc, get the dynamite ready.

You two, get the car.

Break to the right. Find cover.

Hold your fire.

Wait for the signal.

Let's see how tough they are.

This is Melvin Purvis of the FBI.

You got no chance.

Open fire.

Move it. Move it.

Cover the window.

[Ma] Lloyd, bring the car around.

[Lloyd] We will, mama. Cover me.

Come on, Freddie. Go, go, go!

Give them a taste, doc.

You can't leave me without no gun!

You can't leave me without no gun!

Herman, let him have it.

Yes, ma'am.

Whoo!

God damn it! They're everywhere.

All right, here we go.

O.k., come on.

We've got to get out of here.

Get in the car. Come on.

Come on. Step on it.

Whoa!

Whoo-hoo!

[Herman] Did you see those goddamn laws

fly like turkeys?

Quiet.

Now, everybody just think about what happened for a minute.

We almost lost everything,

including each other.

Heck, I had a brand-new dress and a pair of shoes,

I ain't even worn them once.

I don't like the law driving the barkers off like that.

It ain't right.

[Doc] Where we going now, ma?

[Ma] There are 500 banks in this state.

We can go anywhere we want.

Afternoon.

You folks look like you're having a little bit of trouble.

And who's this pretty little thing?

This is $100, honey.

It'll help you and your pa.

By this time, we were doing damn well.

Over 30 fat banks.

Folks were scared,

so they didn't put up a struggle when we came in.

Mr. Hoover called me "a beast of prey" in the newspapers.

Doc explained it to me.

Hoover said he wanted US dead by Christmas,

so we just kept on moving between states.

It was real easy to find places to hole up in.

So far we've done $85,620.

We're going to Bury 75 of it.

That is a frigging waste.

Some of these bills are numbered, stupid.

We pass them down, we're dead.

Oh, boys, stop it.

We're coming back for it.

As a matter of fact, we're taking 10,000 of it.

We're going to have ourselves a little vacation.

Wahoo!

Mama needs to be good to herself for a few days.

Come on, Herman. Let go of me.

We're burying?

That's what ma wants.

Everybody, move up. Next car.

Miss Kay bishop.

You have a reservation for me.

And how long will you be with US?

Well, now, that depends on your service.

My four nephews will be joining me this evening,

and I'd like two more rooms on the same floor.

We'll take care of everything.

Thank you.

Front.

[Bell rings]

Operator, get me the FBI.

Ah, there ain't nothing like the good life.

The FBI thought we were in Arkansas,

so we could lay back

and enjoy what we'd been working for.

It wasn't the palace,

but it was new sheets and a long, hot bath.

J. Edgar sends his thanks

for nailing machine gun Kelly last week.

Hey, I don't smoke, remember?

We got a call from another person who saw ma barker.

Put it with the other 300 bullshit tips.

You might want to check this one out.

The desk clerk at the imperial hotel in Kansas City

says a woman matching ma's description

checked in as Kay bishop.

She's waiting for four men to meet her.

Good evening, Baldwin here.

Yes.

Oh, enchanted, Mrs. Baldwin.

Look at all them fat wallets.

I feel like an asshole in this suit.

Stop it.

We're trying to show a little class.

O.k., I feel like a classy asshole.

Oh, stop it.

[Freddie] He's going to ask US why we're here.

Excuse me.

I don't believe we've had the pleasure.

I'm John beltran.

Kay bishop, and these are my nephews.

But before you say anything,

we haven't been invited.

I do hope you don't mind.

Miss bishop, I certainly don't.

Will you do me the honor?

Why, sure.

[Lloyd] I'll take it.

Thank you.

Well, I lucked out.

Well, I'm going to find myself

a little female comfort and understanding.

Enjoy the party, gentlemen.

Whoo. Go get them, brother.

Well, I see they got fancy champagne.

Good.

I feel like farting.

Jesus, Herman.

This was a bore until you arrived.

So, uh, tell me, what's a pretty girl like you doing

hanging out with all these fossils here tonight?

Give me a glass of that.

I was thinking that, uh--

oh, yeah? Let's go.

We can get out of here.

Let's go.

When I get back this way,

you can be sure I'll give you a call.

That's o.K., honey.

You can keep that with my compliments.

All right. Come on. Good night.

Goodbye, sweet thing.

I'm a federal officer, o.K.?

You're not going to scream or even breathe.

You'll do exactly what I say,

or you're under arrest.

Do you understand?

Mm-hmm.

Good.

We had a rule about strangers spending the night.

She doesn't know my name.

And I know you never asked for hers.

It's not funny.

Not a word.

Cover both ends of the hall.

This is a shoot-to-kill.

Let's go.

Not a word.

I'll tell you when.

O.k.

Check that door.

Jesus, take it easy.

Who is it?

It's me.

I left my silver bracelet.

[Ma] Just give her the damn bracelet

and get her out of here.

Can I come in?

Let her go, doc!

Aah!

It's Purvis.

Lloyd, get on that cart now.

Fuckers!

Come on!

Let's go down the stairs!

She's yours, Purvis.

Let's go! Let's go!

Come on!

Come on.

Cowley, cover my back.

Come on down here.

Move it, mama.

Let's go. Hurry! Hurry!

[Lloyd] Let's go, ma.

[Melvin] Kate barker, you got no chance.

Now give it up.

We'll be around the corner, ma.

Hold on!

Mama, there's feds out there.

You and your mother surrender now,

you still got a chance.

He's shitting you, ma.

You said "dead by Christmas."

Is that the chance you're talking about?

You can't believe everything you read.

I'm the FBI, not a bounty hunter.

No difference.

I don't want any more people hurt,

so I'm going to put my gun down.

My gun's down.

No shooting, right?

That's right.

She's been hit.

Get her out of here.

Move it.

Come on, get her in the car.

Get in the car.

Come on, Lloyd. Move it.

Go left. Go left.

We got to get ma to a doctor.

Thank god.

After hoover finishes with me,

I'll wish I was dead.

Make sure you notify all the families in person.

No phone calls, o.K.?

Special delivery from Mr. Hoover, sir.

Well, they say j. Edgar doesn't have a sense of humor, huh?

We got two machine gun Kelly cigars left.

There you go.

What happened today was not your fault.

You've got a damn good record.

I'll tell you something.

I don't give a good god damn

about these gun-toting gangsters

like pretty boy Floyd and Dillinger.

They're target practice as far as I'm concerned.

But ma and the boys are different.

Felt like I had a bull's-eye on my forehead.

Kate barker had US pinned down today.

She's got more balls than most men I know.

You know, she's stolen more money than Dillinger,

verne Miller, and Clyde barrow put together.

You sound like you admire her.

No, not admire, understand maybe.

See, the only way to catch a gunfighter

is to hire a gunfighter.

That's why I'm here.

If things had worked out a little bit differently,

I might even be running with her.

I was a good six months healing up.

And the boys did a few jobs.

But mostly we just laid low, worked on the farm,

and letting the laws cool off.

But all the time I was thinking...

About something really big.

Excuse me.

I didn't mean to scare you.

I need to use your telephone.

We ain't got one.

Well, that's too bad.

I could use some water.

You see, I had a little car trouble down the road.

Help yourself.

Thank you.

Just move it, mister, nice and slow.

Now, take it easy, lady.

There ain't no need to get rash.

Whoo-hoo!

What you got there, ma?

A government man or a state trooper?

Them clothes is too damn fancy to be any local lawman.

Which are you, boy, huh? State trooper?

Maybe the president sent you to mess with the barkers.

Mr. Roosevelt send you to kill US?

No, you horse's ass.

Let the man speak.

I got a letter from doc.

Hold still.

Look at my clothes, god damn it.

Is that how you treat all your guests?

It's from doc.

Guess I owe you an apology.

I guess you do.

Why don't you come on in and get washed up?

Yeah.

Me and Alvin were in the same cell.

Oh, yeah. He's supposed to be a big deal.

Sorry I didn't recognize you.

What's wrong with you Hicks?

Don't you ever read the newspaper?

Sure, we do.

And I know your record, too.

What have done since that Kansas City payroll?

Come on, sweetheart.

What is this, a job interview?

Biggest damn job you ever been on.

We been tipped off about payroll

in an armored car heading east.

This is not too shabby. Who came up with it?

Me and ma.

Hmm. Imma tell you something though

for a job like this,

you're going to need a lot of heavy artillery.

Does that mean you're in, Mr. Alvin karpis?

I won't take orders from any woman.

You want to try again, hog boy?

Damn, Herman.

That's Alvin karpis. He's robbed 40 banks.

Now, now, now.

Let the man think about it for a minute.

He might want to try something different for a change.

O.k., I'm in.

But like I said before, I'll back your play,

but you're going to need a lot of firepower.

Alvin karpis. Damn.

We fixed it just like your car

we saw in the newspaper in Kansas City.

I'm glad you're going to be with US, creepy.

Don't ever call me that again.

Just do your job.

Freddie killed a man since we was last together.

It wasn't that hard.

One paper said I was crazier than baby face Nelson.

Freddie.

Big day tomorrow.

You better go, boy.

Your mama's calling you.

Yeah, I know.

Big day for you, too, Mr. Karpis.

Man, Freddie,

that's nothing but a bank safe on wheels.

Maybe another gang got to it.

Just be ready, all right?

Everybody in position.

Here they come.

Let's go, Herman.

Jesus Christ!

[Ma] Let them have it, boys.

Let's go!

Wahoo!

Alley-oop.

Everybody, down.

Get down, creepy.

Get out of the way, man.

Boys. Everybody.

A few more minutes.

Dynamite it, Herman.

You know what to do.

Karpis, hurry it up.

Grenades under the truck.

We ain't leaving a trace this time.

Come on.

Blow that thing to hell, mama.

Let's go.

Move it, Lloyd. Now.

Now. Move it.

[Doc] When the hell is it going to blow?

[Karpis] Let's get the hell out of here.

[Herman] Wahoo! Yeah!

[Fiddle playing]

I don't think I ever felt better in my whole life

than I did that afternoon.

Everything was perfect.

The boys did what they were told,

and now we had a real road stake.

And I couldn't forget karpis.

He had held up his end,

and, well, we did make a good team.

Except that job put US at the top

of every most-wanted list in the country.

Whoo!

Hey, ma, you want a drink?

I do believe I will.

You got a lot of talent, Kate.

It's the only thing my pa ever learned me

that I thought was worth anything.

Whoo! Look out. Freddie's on fire now.

Freddie!

I did a good job.

You did, honey.

You did, son. You did a good job.

Ma.

You do the honors.

I think I will.

Thank you.

To another great one.

Light it. Light it.

Here we go.

Whoo!

Whoo!

Whoo!

Your mama's so proud of you today.

You're going to help make a dream come true.

Ma, was you ever, uh...

Sorry that you had all of US?

No, never.

Having you boys is the one thing in my life

I know I did perfect.

Hey.

Have you seen doc and Lloyd?

Their beds ain't been slept in.

Yeah. They're over at racine's cathouse.

What?

Hell, lady, they ain't my boys.

I just work here.

[Ma] How long has this been going on?

[Herman] A couple of months.

Doc's got himself a regular over there.

Welcome to racine's.

Where are doc and Lloyd barker?

Who?

I know they're in here.

Herman, snap out of it and open that door.

Lloyd barker, where are you?

Hey!

Where is Lloyd? Open that door.

Son of a bitch.

Hold it right there, sweetheart.

Shut up, bitch.

You own this toilet bowl?

Yes, ma'am, she's our best friend owns this toilet bowl.

Look at this filth.

I raised you better than this.

Doc, get on your feet.

Mama's got a streak of temper.

If she don't go, I ain't going.

That's where my brother gets it from.

I'm more like my daddy.

I thought you was the smart one.

Oh, get out of here.

Bring that girl.

Whoo-hoo. Come on, girl.

Let's go.

Bye.

Bye-bye. Bye, ladies.

Wait a minute!

Take a load off, queen whore.

You dumb little bastard!

I'm going to kick the living shit out of you.

Come on, Herman.

You're the big man. Hit me again.

I can't feel it nohow.

Get up!

Don't you get it, boy?

If those laws had arrested you in there,

we'd all be dead now.

Don't you get it?

Is that what's going to happen to me?

No. Your brother's slower at learning a lesson than you are,

but you'll learn soon enough.

Amaryllis is with me, ma.

Go to your room.

I'll talk to her alone.

It's o.K., baby.

The only reason you're in this house

is 'cause I ain't losing my son to some...

Woman.

He's a grown man.

He's lonely, and he needs someone besides his ma.

Doc loves me.

Love?

What do you love?

Someone who treats me like I'm special,

and that's what doc does for me.

As long as you're being paid for it,

my son will never be yours.

I've cased this bank four times.

The teller cages are right in front of the vault.

There's a guard at the front door,

and there's a guard by the manager's office.

Now, boys, we use pistols only this time.

We're right across the state line.

Be back in Oklahoma in 20 minutes.

Don't get any sweeter than that

as far as I'm concerned.

How come you haven't done it yourself?

Never had the firepower before.

Sounds good to me.

Is that your professional opinion,

baby brother?

Hey, ma! Look what Alvin's got set up.

He says it's an easy score.

Oh, yeah?

Yeah.

What's the take, Mr. Karpis?

100 grand.

How far into town is it?

I'd say about 2 miles.

Forget it.

I don't like doing banks in the middle of a city.

Too easy to get trapped.

If you want to make a plan,

think about robbing a train

or another armored car.

I've already thought about it,

and this is the goddamn plan.

Fine.

Then you do it without my boys.

Well, I talked to Lloyd last night about driving.

No problem.

Yeah, and I like it, too.

How many ways do I got to say it?

You don't do nothing...

Without my say-so.

You know I'd just as soon cut off my hand

as hurt you, honey,

but you got to listen to me.

This family sticks together.

That's how come the law can't touch US,

because we protect each other.

If we break up, we're dead.

I'm just trying to keep you alive, baby.

You understand that.

Don't you, honey?

Yes, ma'am.

I love you.

Oh, I love you boys,

more than life itself, you know?

I don't like making deals with whores.

That make shit up hoping you'll pay them off.

First, I'm no whore.

I own the place,

so I don't need cash or nothing else,

but Kate barker got me mad.

You going to tell US what she's got planned?

Tell you what Lloyd said.

He's a real chatterbox when he fixes.

Saddles back with the girls and talks and talks.

Freddie?

Freddie?

Herman?

Karpis?

Where the hell is everybody?

Freddie and Herman took off this morning before sunup, mama.

They went with karpis on that job.

Shit. I should have known.

Why the hell didn't you go with them?

Shit, I can't see to drive.

Besides, I don't want to spend no more time with Herman

after what he done.

Lloyd, you're going to get US to that bank.

Come on. We're getting out of here now.

What's wrong, baby?

Get ready.

O.k., just let me take the first shot,

then you pick them off

like turkeys in a run.

Herman!

Now!

Here, Freddie! Over here!

Aah!

Let's go! Let's move it!

I'm sorry. You can't go through there.

All right. Thank you very much.

Won't be long.

Sorry, folks. The road to town is closed.

Can't we detour? You can turn around.

You can't go any further. The town's off-limits.

We got to get in there.

Absolutely not. I'm sorry.

What's up?

Heard the FBI's got ma barker's gang back there.

They could be killing them all right now.

I'm shot, Freddie!

Move it! Move it!

Hold on, Freddie!

Sam, over here.

Freddie! Freddie! Let's go!

Karpis, don't move!

Nail him!

Freddie!

Aah!

Let's go.

O.k.

I ain't going out like this, ma.

No, Herman!

Oh!

We got you, barker.

We don't really know what happened in there.

I understand everything about today.

Let's get back to that hideout now.

[Motorcycle approaches]

Why'd you give my boy's life up today?

I didn't give no one up, Kate.

You answer me...

Before I kill you.

Feds had that whole town staked out.

We were like sitting ducks.

No!

My son...

Would be alive if he hadn't gone with you.

Now, you get on your knees!

Hold on.

Now, if you're going to kill me, that's all right,

but I'm going to tell you something.

Those boys came with me because they wanted to.

Herman died because the goddamn FBI closed in on US.

Had nothing to do with me.

Just the end of the line, that's all.

What about...

My Freddie?

Freddie's alive. He's in the prison ward in the hospital.

I know where it is. I'll take you there.

O.k.

That's enough to keep you alive...

For now.

[Telephone rings]

Cowley, where the hell are you?

This is Kate barker.

Hi, Kate.

We missed you this morning.

Smart?

You're going to talk smart

after murdering my boy?

You feel bad after killing somebody?

Hmm?

Besides, Herman took his own life.

He was a coward, Kate.

You're lying!

Well, he did, Kate,

because he was scared to death.

You're lying.

Barkers don't do that.

He did. You know why?

Because he was scared to death just like you.

You are wrong!

He wasn't scared of nothing.

None of US are,

and you are going to find that out

because you are going to die bloody.

There ain't no way around it.

Just like you, Kate.

Two gunfighters going out the same way.

Yeah, maybe...

But I sure will like to see you acting smart

when I have a barrel of a gun

shoved down your throat!

Yeah.

I sure will like to see that,

Mr. Melvin Purvis!

Yeah, I would.

Oh, no offense, Mr. Purvis,

but we have handled prisoners here before.

Jim, take a rest.

Yes, but you've never dealt

with FBI public enemies before.

Well, I've been head of security here for 10 years

and never lost nobody yet.

He looks like a little boy, don't he?

That little boy would blow your head off

as soon as break wind.

Agent cowley will be here

to make sure that doesn't happen.

You follow his instructions to the letter, got it?

Yes, sir.

They tracked baby face Nelson

to a house about 300 miles from here,

so I'm going to clean him up.

Do it right.

I might just try one of those baby face cigars.

[Horn honks]

Good morning, Lewis.

Now, mama, we can't be

in the middle of town too long.

What if Freddie don't make it?

He'll make it.

We're going to get you some stitches, Freddie.

You wouldn't end up in the hospital

if you didn't try to kill people.

If you didn't try to kill people,

you wouldn't end up at the end of a rope.

Don't shoot me.

You want to wash this fellas brains off your shirt,

or are you going to let me out of here?

I'd rather not shoot you, but I will.

Get down. You're the g-man who believes in Jesus?

This mule's asshole's going to meet him in one second

if you don't put that gun down.

Drop the gun.

Get down.

Get his gun.

All right.

I got his gun.

Get rid of it.

All right.

Let's move.

Stay down, or the man's dead.

Move!

Come on!

Freddie, here!

He's got a gun.

Get in the car!

Get in the car! Come on!

Call the police!

That showed him, ma!

Let's go!

Lloyd, get US out of here.

Help that man!

Help him! Help him!

Are you all right?

I'm fine, mama.

Them docs ain't never seen

nobody as tough as me before.

This looks like a good spot.

Pull over.

Now you start walking into town.

You don't tell nobody where we were, right?

Hey, wait a minute.

Wait a minute. Come on.

I can't go back to that goddamn hospital.

I don't want to.

The FBI's going to know I gave your boy that gun

and think you paid me to do it.

So kill the son of a bitch.

Damn, come on mama, let's go.

I got nothing against you people.

I done some time once for armed robbery.

I know what it's like.

Maybe, uh...

I could tag along and... Help you people out.

I did today.

Sounds like Missouri in your voice.

Yeah. Bitter Ridge.

I left when I was 15.

That was 20 years ago come September.

[Karpis] You either kill the hick or bring him along.

All right.

Get in.

[Karpis] You know, you're a lucky son of a bitch.

I would have shot you myself.

I want stolen vehicle reports for every county

for 500 miles.

Let's check guns and ammo.

I want all burglaries of dry goods,

military surplus,

and sporting goods stores

for the last 10 weeks.

Make damn sure the new pictures of the barkers are circulated,

and get me Alvin karpis' parole officer in Topeka.

You just let them stick their heads up.

I'll blow them the fuck off!

Let's go!

You ain't afraid of me, are you?

Nah.

I done some killing.

Oh, I know it.

I read about you in the papers.

So what do you think?

Well...

I guess you had your reasons.

I mean, everybody does.

Of course, I never figured I'd be talking to you

or anything like that.

You're almost the law.

No, I'm not.

I'm just another Missouri mule

who's good with a gun.

What about you?

Heck, I'm getting as far away from those hills

as I can.

Promised myself I'd end up

in a palace someday,

and I'll do it, too.

Maybe a man can do it for you.

No man never did nothing for me

that I couldn't do better for myself.

You sure about that?

Oh, yeah.

Baby.

Yeah.

Yeah.

Oh, that's good.

It's all right there on the bottle.

What the fuck are you talking about?

Tell them.

Our final job.

Final job?

What?

You ain't never said nothing like this before, ma.

I ain't risking no more family

on banks or payrolls.

We still got to get ourselves set up.

I think Arthur here has a damn good idea.

So what are we going to do,

buy stock in that whiskey company?

Shit, the way dunlop drinks,

we'll be rich in no time.

You just shut your mouth for a minute and listen.

That's a good one, doc.

Man that owns this company

is one of the richest in all of Illinois.

We're talking kidnapping here.

Half a million dollars ain't nothing

to a man like this.

Dunlop, you're talking out of your hat.

Kidnapping's one thing,

collecting on it's something else.

Brings the feds any way you cut it.

I'm out, boys.

I still do have a brain in my head, Mr. Karpis,

and, well...

We've been doing some planning.

If you all just follow what I say to the letter,

heck, we'll all end up in the palace.

[Dunlop] To the palace.

We're all going to live in the palace with dunlop?

That's right.

What's the matter, baby?

Oh, everybody's just a little keyed up, that's all.

Yeah.

You know, I've been thinking

about all that money.

It just don't seem real rational

to be doing this.

Arthur?

Mm-hmm.

Do you think you could be a father to my boys?

They ain't boys.

They're full-grown men,

and they don't like me too much.

Well...

I suppose we could...

Work on that a little bit.

Hmm?

Let's work on that.

O.k.

You are listening to the hour of romance

featuring buddy and his melody makers.

I love music.

Ma and the boys got you down, too, creep?

Shouldn't call me that.

Besides, shouldn't you be in your room

humping your little boyfriend?

As long as he's got his mother,

he don't need me.

She sure as shit runs things.

Do you mind?

No.

So...

What do you think of this new deal

they got cooked up?

It's not the way I do things.

Me, either.

I bet you could plan this out

a thousand times better than any barker.

What have you got in mind?

He should be out here any second now.

Remember what we went over? Nice and easy.

Don't draw too much attention to yourself.

Let's go down here.

Yeah, good boy, Sam.

Good boy. Come on.

I know you're anxious...

Here he comes...

Right on schedule.

Get him, boys.

Easy, grandpa.

Be careful.

Don't damage the goods.

Oh, god.

Whoo-hoo!

[Freddie] Hot damn!

That went off without a hitch.

Might just have a nice little vacation.

Watch your step there now. Watch your step.

There we go. That's right.

Sit your rich ass down.

If your wife is smart,

you'll be out in a couple days.

If anybody fucks up,

we'll kill you. You got it?

May I speak?

Help.

[Kate] Go ahead.

You can be sure you'll get everything you want.

It's going to be so easy, Kate.

I'm leaving this boy here with you.

Now, he's dog mean,

so if you just keep quiet,

maybe you'll get something to eat.

You take care of chubby, all right? He's lucky.

[Clears throat]

I can't believe how easy this is going to be.

I'm starting to get feelings for you, Arthur.

But if you say my name in front of Harris once more,

I'm going to have to kill you.

[Telephone rings]

O.k., don't be nervous.

[Ring]

Let them do the talking.

You agree to every demand.

Hello.

Mrs. Harris, I'm going to make this very clear.

We have your husband.

Now, if you do not pay US $100,000 by noon Sunday,

he will die.

Do you understand?

I understand. Is he there? Let me talk to him.

She wants to talk.

Tell her to bring the money.

Pay US our money.

Oh, god...Is he dead?

No, but he will be unless you meet US

at Sam's warehouse, alone, with the money.

No cops, no g-men,

or you're a widow.

I sounded tough, like Herman would have.

...with the money, alone.

No cops, no g-men,

or you're a widow.

I don't recognize the voice.

We still have a day to figure out

how to nail this bastard.

Sorry. Excuse me.

I'm feeling sick. I can't breathe.

You can't?

Untie him,

just his neck.

I need you in good shape.

Otherwise, you ain't worth as much.

I've never thought of myself as a commodity before.

Ha ha. Everything has a price tag on it.

You know that.

Not people. I don't think like that.

You don't?

Well...

Did you ever fire anybody?

Well, of course.

They lose their house, end up on the streets

'cause you decide they ain't worth the money

you was paying them?

You never thought of that, did ya? Did ya?

No, ma'am.

Lived it.

Shut the fuck up.

Here's to the good life.

Mmm...mmm!

If you're good and patient,

everything good'll come to you.

Hot damn, it did me.

You want some more of this?

Really?

Help yourself.

I damn near drunk the whole thing.

Sounds like you got the secret.

What I got is a score.

I got a score and a broad named Katie.

Drink up.

You know, come this time tomorrow,

I can walk into the fanciest joint in Kansas City

and order 10 of anything I want.

Where's the pisser?

It's in the back.

You just help yourself.

Just help yourself.

Operator.

Emma Mae, this is deputy ward. Get me sheriff Collins.

Did he eat his lunch?

Every bite of it.

You know, we ought to be moving.

We make a move when ma says so.

You're just something

she picked up on the side of the road,

so you keep your mouth shut.

You know, sassing me...

Could be a real mistake.

I got a gun in my hand,

and you got a whiskey bottle.

Who do you think's going to die first?

You got a point.

Plans are all set.

I'm staying right here.

Come on, I'll show you how clever my doc can be.

You're going to love this.

Well, you a part of this or not?

Step aside...Son.

[Clears throat]

[Kate] We're almost through this, Harris.

Don't do nothing stupid.

Arthur, you stay here with Lloyd.

Mr. Harris?

Yes, ma'am.

I'd sure like to see that money change hands.

Nope. You wait here.

Come on, let's go.

Watch your step.

[Doc] Move, old man.

Keep your mouth shut.

How much money you got anyway, Harris?

[Kate] Hush up.

O.k., is that you, Mrs. Harris?

We got your man here on time. Let's see the money.

[Freddie] Move, bitch, come on.

That's right, you stupid cow.

Bring the money to ma.

Stop right there. Put it down.

Robert--

no. No.

Get up.

Get over there now.

[Mr. Harris] Please don't hurt her.

What do you call this?

It's called the old double-cross.

Goddamn g-men!

FBI. You're all under arrest.

That is you under there, isn't it, Fred barker?

And who's that with the Thompson? That must be doc.

Where's ma?

Kate, is that you

hiding all that pretty hair under a hood?

You should know

I got a phone call this morning from a sheriff

saying one of your gang was shooting his mouth off

about this whole deal.

So why don't you come here

and shove a pistol down my throat?

One move, and I'm going to blow his head off.

You're all dead as far as I'm concerned.

We got it fixed.

[FBI agent] Jesus.

Oh, no!

Give them what they want.

Robert!

For Christ's sake, do something!

[Doc] How about it, Melvin?

[Mrs. Harris] Robert!

Look like a showdown, don't it?

All we want to do is hit that door!

No deal.

[Doc] Guess we'll call this a draw.

Now, you freeze.

Run!

[FBI agent] Lady's in the way.

Get out of the way!

Mrs. Harris, move!

Take care of him!

Come on, move!

Let's go!

Move. Come on!

[Kate] Come on, take them!

Hurry up!

Come on, hurry up!

4th of July.

Doc, watch out! Come on!

[Freddie] I knew we couldn't trust

this drunk son of a bitch.

Move your ass!

Kate.

Kate.

Kate, I didn't say nothing to nobody, I swear it.

Why would I want to fuck things up?

[Kate] Shut up!

Stay in the car.

I've told my boys to keep everything inside the family--

safer that way--

so we could trust each other.

If I lived by my rules, we wouldn't be in this fix.

Well, i'm...

Your mama's damn sorry, boys. I truly am.

It's o.K., ma.

I love you, Kate.

Bury him.

Give me that shovel.

[Neck snaps]

I want to thank you, Alvin,

for telling me what she had on her mind and...

And taking care of it the way that you did.

Well, I owed you one, Kate.

But now that makes US about even.

[Doc] Amaryllis!

Forget her, doc.

She's gone.

It just don't make no sense.

I can't believe she'd take off like that, ma.

Where the hell would she go?

Well, with a woman like that, you just never know.

But you got US.

We're your family.

Come on, hmm?

[Freddie] Where to now, ma?

Someplace we can take a breath and plan things out.

Stop. Stop, Lloyd.

[Doc] Mama, it's a roadblock.

Go through.

[Doc] Oh, man.

It's the FBI. Turn around.

[Freddie] Where to now, mama?

I know another way out of town.

[Doc] Ma, we got to get out of the country.

[Alvin] I know a guy just across the state line

who can change our prints and touch up doc's face,

and then we can just disappear.

What are you going to do about my boy?

He's got a couple of weeks left.

[Kate] What?

I don't have a couple of weeks, boy.

We paid you good money.

I changed karpis and took care of all the fingerprints.

The g-men won't know him anymore.

I earned my money.

You move your boy.

I ain't going to be responsible for what happens.

I can't breathe. Someone take this shit off me.

Get over there and help him.

Remember, he's not supposed to be ready yet.

Come on.

[Kate] Oh, my god.

Jesus Christ.

What? What, ma?

[Doctor] I told you so.

You goddamn butcher!

Look what you did to my beautiful boy.

Give me a mirror.

No.

Give me a goddamn mirror, Lloyd!

Oh, no.

You son of a bitch!

[Gunshot]

Help your brother.

Come on, get him to the car.

Look, we can't move as a group anymore.

I'm heading up to Canada.

From now on, it's every man for himself.

Ma, we got to split up. We got no choice.

Lloyd, can you look after your brother?

Yes, ma'am.

You...

You be careful how you spend this.

It's for a room and groceries,

not--not junk for your arm.

O.k.?

O.k., mama, I promise.

We got a dead man upstairs.

Let's get the hell out of here.

Well, Freddie and me will, uh...

We'll head south, I guess.

[Freddie] We'll be in touch.

Goodbye, mama.

I love you, ma.

Bye, baby.

[Lloyd] Don't worry, mama, we ain't ending up

in no city trash heap.

Of course we're not.

We're the barkers, right?

Goodbye, Kate.

Let's get out of here.

Oh!

How you feeling, doc, huh?

We got a tip you had a prescription filled by a druggist.

What do you want, huh? You looking for this?

Hell, no, Mr. Purvis.

I was just...

Trying to find my smokes, that's all.

Smoke, huh?

Is that what you want?

Where's your mama?

I don't know, and that's a goddamn fact.

She run out on me.

What's this?

Huh?

Mother's day card.

I'll be sure to give her the message.

Fuck you, Melvin.

Take this piece of shit out of here.

Ma, feds.

We got at least 10 of them sons of bitches

coming through the trees.

And Melvin Purvis, too.

If I do nothing else,

I'm blowing the shit out of that guy.

We're going to kiss the hand of Jesus.

You taught me how to use a gun.

Kate barker, it's Melvin Purvis.

You and Fred come out.

You ain't got a chinaman's chance.

You worried about me, Melvin?

No man's ever done that before.

I thought a couple of outlaws like US

might want to end it another way.

Me and my son will handle it.

Nobody attacks the barkers.

Go to hell!

Get down!

[Screaming]

[Grunts]

[Kate] Freddie!

Oh, Freddie.

Oh, Freddie!

Aah!

Stay down! Stay down!

Move to the back! Cover me!

[Whimpering]

I'll fix it. I'm going to fix it, Freddie. Freddie.

No, I'll fix it. We'll fix it, Freddie.

Freddie. Freddie. Don't go. Don't go!

Don't, Freddie! Don't, Freddie!

Oh, Freddie, don't go. Don't go, Freddie.

I love you, Freddie.

Doc...

Give it up, Kate.

You bastard! You killed my boy!

Sorry, Kate...

But I never could hold back in a fight,

just like you.

Gentlemen, it's over.

The barkers are dead.

Thank you.

Congratulations, Mr. Purvis.

Thank you, gentlemen.

This is Freddie.

Set him right there.

Where's Kate?

Ma barker. Just put her right here.

This way, Mr. Purvis.

Thank you.

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