THE WILLIAM MUNNY KILLINGS




                        Original Screenplay

                                 by

                         David Webb Peoples





                          PRODUCTION DRAFT

                           April 23, 1984











     INT. ALICE'S ROOM - NIGHT

     NIGHT IN ALICE'S ROOM.  A little bit of moonlight coming in
     through the tiny window might make a highlight here and
     there but that's about all.  Words begin to crawl across the
     screen:

                       WRITTEN WORDS (crawl)
                   Of good family, albeit one of
                   modest means, she was a comely
                   young woman and not without
                   prospects.  Therefore it was at
                   once heartbreaking and astonishing
                   to her mother that she would enter
                   into marriage with William Munny, a
                   known thief and murderer, a man of
                   notoriously vicious and intemperate
                   disposition.

     We can HEAR STRAWBERRY ALICE and DAVEY BUNTING breathing
     heavily and the bed creaking.

                       WRITTEN WORDS (crawl)
                   They were married in St. Louis in
                   1870 and they traveled North to
                   Kansas where he engaged in farming
                   and swine husbandry.

     Davey and Alice are picking up speed now, breathing faster
     and even snorting a little, and it's cold as Jesus in
     Nebraska in the winter so when the blanket slips, Alice
     snarls and gasps.

                               ALICE
                   The blanket, for chrissake,
                   cowboy, the blanket.

     There are six of these little rooms... one for each whore...
     behind Greely's Beer Garden and Billiards and the walls are
     just boards so you can hear what's happening in the other
     rooms and right now, from DELILAH'S room, you can hear a
     high-pitched, merry little giggle and that's important.

                    WRITTEN WORDS (crawl contd.)
                   She bore him two children in the
                   eight years of their marriage and
                   when she died, it was not at his
                   hands as her mother might have
                   expected, but of smallpox.  That
                   was in 1878.

                        DELILAH'S VOICE o.s.
                   No, please.... No, no goddamn you.

     Alice and Davey have stopped fucking and started listening
     but they don't move.

                           WRITTEN WORDS
                          (Crawl cont'd)
                   It wasn't until 1881... three
                   yeats later... that a cowboy named
                   Mike cut up a whore in Big
                   Whiskey, Nebraska in the Niobrara
                   River country.
                            (end crawl)

                         MIKE'S VOICE o.s.
                   Davey, come a runnin' lad an'
                   hold the thieving cunt...

     A blur of action as Davey leaps from the bed and dashes out
     of the room naked...

                         MIKE'S VOICE o.s.
                   ...brand you like a damn steer,
                   bitch...

     and Alice is right behind him, wrapping herself in a blanket
     as she goes.


     INT. DELILAH'S ROOM - NIGHT

     DELILAH is backed up against the wall, her face bleeding,
     and she is throwing the contents of her chamber pot on MIKE
     who is advancing on her with an open barlow knife and Davey
     busts into the room naked and Alice follows him and people
     are shouting in other rooms.

                               MIKE
                     (wiping shit off himself)
                   Hold the bitch, Davey, hold her.

     The one coal oil lamp in the room gives off just enough
     light that you can make all this out.  Certainly you can see
     that Mike, who is wearing leggings and no shirt, is a big
     tough man, unshaven, eyes inflamed with whiskey...

                               MIKE
                   HOLD HER, DAMMIT, DAVEY!
                   If you don't hold her I'll
                   cut her tits off.

     LITTLE SUE, a fifteen year old whore, is in the doorway,
     eyes wide with terror and Alice screams at her.

                               ALICE
                   Get Skinny, for God's sake!
                   SKINNY!

     Davey is reluctant about the whole thing but he is afraid of
     Mike and he gets behind Delilah and grabs her.

                               DAVEY
                   Wh-what you gonna do, Mike?

     Mike is doing it now and Delilah is screaming while he
     carves her face with the barlow knife and blood is all over,
     splashing on Davey and Davey, who is just a kid, after all,
     nineteen with a big shock of unruly red hair and innocent
     blue eyes, is horrified.

                               MIKE
                   Thieving cunt, I'll...

                               DAVEY
                   Mike, don't, Jesus, don't...

                               ALICE
                   SKINNY!  Bring your gun.

     Alice can't wait for Skinny and she jumps on Mike's back and
     brings the big man down and she fights him though she's not
     a big woman.   Alice is twenty-five but she's been around
     some, whored some tough cow-towns, and she has too much bone
     and character in her face to be outright pretty but she
     attracts men like flies.  Sure she has some smallpox scars
     on her face, but they're common and there are only a few of
     them, not like on Skinny whose mean little face is eaten
     right up with them.

     VIEW ON SKINNY DUBOIS

     STANDING THERE IN THE DOORWAY, his nasty face eaten with
     smallpox scars and he is looking at Delilah who is a
     fountain of blood, looking at her coldly, and looking down
     at the melee on the floor and, pointing the big Navy Colt in
     his hand, he says,

                              SKINNY
                   Get offa her, asshole.

     And he says it so cold and with such authority that
     everything goes quiet.


     EXT. MAIN STREET - DAY

     SNOW/MOONLIGHT/THE SHADOWY BUILDINGS and the silence of the
     Nebraska winter except for the sound of the snowshoes.

     The snow has obliterated the Main Street of Big Whiskey
     giving the impression that the dark, low buildings are
     scattered at random.  The only structure with any sign of
     life is Greely's Beer Garden and Billiards which shows a
     glowing window and two horses out front and that is a
     hundred yards away from the struggling silhouettes of the
     two men on snowshoes.  The big one is LITTLE BILL DAGGETT
     and he is very big, wrapped in a huge bearskin robe.

     The smaller one is CLYDE LEDBETTER who isn't small though he
     has only one arm.

                            LITTLE BILL
                   ...wouldn't let you settle it, huh?

                               CLYDE
                   Hell, you know how Skinny is.  Says
                   he's gonna shoot 'em...
                   ...an I says, "Skinny, you can't
                   do that," an' he says, "Well, then
                   get Little Bill down here an' let's
                   settle this" an' I says, "Bill's
                   sleepin', Skinny," an'...

     They make their way in silence through the snow, getting
     close now, close to Greely's and the lights.


     INT. DELILAH'S ROOM - NIGHT

     DELILAH ON HER BED, her face covered with blood-soaked rags
     except for her eyes.  Alice has hot water and is ministering
     to her and Little Bill is looking down at her from his
     enormous height, still in his bearskin.  He looks disgusted.

                            LITTLE BILL
                   She ain't gonna die, huh?

     You can now see fear in Delilah's eyes, and the other whores
     ...CROW CREEK KATE with crazy pop-eyes and frizzy hair, and
     LITTLE SUE who is fifteen and meek even when she isn't
     terrified, and FAITH who is the oldest of them and not very
     attractive and SILKY who is blonde and the prettiest... are
     watching from vantage points in the doorway or in the room.

                               ALICE
                            (determined)
                   She's gonna live.
                     (Little Bill turns to go)
                   She didn't steal nothin',
                   She didn't touch his poke.

                            LITTLE BILL
                       (stopping and turning)
                   No?

                               ALICE
                   All she done was... when she
                   seen he had a teensy little
                   pecker... she gave a giggle.
                   That's all.  She didn't know
                   no better.

     Little Bill turns away, disgusted, and starts out of the
     room and Alice gets up and follows him.

                               ALICE
                   You gonna hang 'em, Little Bill?


     INT. BAR ROOM - NIGHT

     Davey sitting naked on the floor of the bar room and Mike is
     sitting near him, still in his leggings and both men are
     shivering because they are fifteen feet from the potbellied
     stove where Clyde is standing watching them.

     It is a big room, with a crude bar and four tables and some
     moose and elk heads on the wall.  The door near the rear
     where it says "Billiard Room" leads not to a Billiard Room
     but to the six little "rooms" that are the whorehouse and
     and now you can hear Delilah groaning from there.

     And Little Bill enters from the back of the bar room,
     stooping to pass through the doorway under the sign that
     says "Billiard Room."

     Little Bill is huge and ominous.  Some say he acquired the
     bearskin by staring the bear to death and others say he
     drowned the animal in spit.  Anyhow, he's big with a
     drooping moustache and he is sucking on his church warden's
     clay pipe and you know he isn't scared of anything.

     And the two cowboys are scared to death, not just shivering
     from the cold, and Bill just looks down at them and sucks on
     his pipe and Alice comes in from the back way too and then
     Skinny and a couple of the whores gather in the doorway.

                            LITTLE BILL
                   Clyde, step across to the German's
                   an' fetch up one of his bullwhips.

     Stark terror on the faces of Davey and Mike as Clyde exits.

                               ALICE
                   A whippin'?  That's all they get?
                   After what they done?

                            LITTLE BILL
                       (sucking on his pipe)
                   Whippin' ain't a little thing,
                   Alice.

                               ALICE
                   But what they done, they...

                              SKINNY
                     (he has a piece of paper
                           in his hand)
                   Shut up, Alice.  Little Bill,
                   a whippin' ain't gonna settle
                   this.

                            LITTLE BILL
                   No?

                              SKINNY
                        (showing the paper)
                   This here's a lawful contract...
                   betwixt me an' Delilah
                   Fitzgerald, the cut-whore.  Now I
                   brung her clear from Boston, paid
                   her expenses an' all, an' I got a
                   contract which represents an
                   investment of capital.

                            LITTLE BILL
                        (sympathetic to the
                             argument)
                   Property.

                              SKINNY
                   Damaged property.  Like if I
                   was to hamstring one of their
                   cow ponies.

                            LITTLE BILL
                   You figure nobody'll want to
                   fuck her.

                              SKINNY
                   Hell no.  Leastways, they won't
                   pay to do it.

     Alice is listening to this and her eyes are like coals and
     you can hear Delilah moaning in the other room.

                          SKINNY (cont'd)
                   She could maybe clean up around
                   the place or somethin', but
                   nobody's gonna pay good money
                   for a cut-up whore.

                            LITTLE BILL
                      (making up his mind and
                           turning to the
                         shivering cowboys)
                   You boys are off of the Spade
                   Outfit.  Got your own string
                   of ponies?

                               DAVEY
                             (nodding)
                   I... I got f-f-f-four.

                            LITTLE BILL
                   You?

                               MIKE
                            (sullenly)
                   Six.

     Skinny nods, pleased, and Alice watches, her eyes still hot.

                            LITTLE BILL
                   Guess you boys just as soon not
                   have no trial an' fuss, huh?

     Davey and Mike nod, willing to say anything Little Bill
     wants.

                        LITTLE BILL cont'd
                            (to Mike)
                   Alright.  You done the cuttin'...
                   Come the thaw, you bring in five
                   of them ponies an' give 'em over
                   to Skinny here.

                               MIKE
                   Five!

                            LITTLE BILL
                             (to Davey)
                   An' you... you give over two
                   ponies, hear? -

     Clyde bangs in out of the snow with a buggy whip in his
     hand.

                               CLYDE
                   I couldn't find no bullwhips,
                   Bill.  The German...

                            LITTLE BILL
                   Don't matter, we don't need no
                   whips.
                        (to Mike and Davey)
                   Spring comes an' Skinny don't
                   have them ponies, I'm gonna...

                               ALICE
                   You... you ain't even gonna...
                   whip 'em?

                            LITTLE BILL
                   I fined 'em instead.

                               ALICE
                   For what they done?  Skinny gets
                   some ponies an' that's... ?

                            LITTLE BILL
                         (approaching her)
                   Ain't you seen enough blood for
                   one night?  Hell, Alice, they
                   ain't loafers nor tramps nor bad
                   men.  They're hard workin' boys
                   that was foolish.  Why if they was
                   given over to wickedness in a
                   regular way...

                               ALICE
                             (furious)
                   Like whores?

                              SKINNY
                   Alice, tend to Delilah.

     For a long moment Alice just stands there glaring.


     INT. DELILAH'S ROOM - DAY

     DAYLIGHT AND A BASIN OF BLOODY WATER and Little Sue is just
     dipping another towel in the hot water next to Delilah's
     bed, changing the bandages.   All the whores are there in
     various states of dress, lounging on the floor, leaning
     against the wall.

                               SILKY
                             (to Alice)
                   If Delilah don't care one way or
                   the other, what're you so riled
                   about?

                               ALICE
                           (passionately)
                   Just because them smelly assholes
                   like to ride us like horses don't
                   mean we got to let 'em brand us
                   like we're horses.  Maybe we ain't
                   nothin' but whores, but by God we
                   ain't horses.

     Silky is thinking it over, frowning, and then she makes her
     decision.

                               SILKY
                             (to Alice)
                   I got a hundred an' twelve dollars.
                   That's everythin'.

                               ALICE
                   What about you, Faith?

                               FAITH
                           (reluctantly)
                   Two hundred...
                         (there are gasps)
                   Two hundred an' forty.

                               ALICE
                             (laughing)
                   Jesus, Faith, what you been doin',
                   givin' Skinny somethin' special?

     All the women laugh and Delilah through her bandages makes a
     gurgling sound and Little Sue's eyes light up.

                             LITTLE SUE
                        (indicating Delilah)
                   She laughed.

                               ALICE
                   With what Kate got, Silky got some,
                   an' mine, an' Little S...

                               SILKY
                             (soberly)
                   It ain't enough.

                               ALICE
                            (determined)
                   Not yet maybe.


     EXT. HOG PEN - DAY

     The hog in the mud, snorting and squealing, ugly as hell and
     BILL MUNNY in the mud with him, pushing and shoving, trying
     to move the stubborn animal and Munny goes down face first
     and comes up more covered with mud than he already was and
     the words on the screen say,

                       WRITTEN WORDS (super)
                   Some months later, Hodgeman
                   County, Kansas.

     Munny is thirty-five or forty years old, his hair is
     thinning and his moustache droops glumly over his stubbled
     jaw.  If it were not for his eyes he would look like any pig
     farmer with his canvas overalls tucked in his boots pushing
     on a hog.  He is pushing on the hog again, grunting with the
     effort, when he hears the voice.

                        THE KID'S VOICE o.s.
                  You don't look like no rootin',
                  tootin', sonofabitchin',
                  cold-blooded assassin.

                               MUNNY
                      (looking up, startled)
                  Huh?

     THE KID is only six feet away, the sun behind him, sitting
     on a very big and very ancient Morgan horse.  He's wearing
     a wide-brimmed Texas hat, a vest, a holstered pistol, and he
     is a wiry kid, maybe twenty years old, with scraggly blonde
     hair, four of his upper front teeth missing, and a funny,
     squinty way of looking out of his watery blue eyes.  Most of
     all, he doesn't look very prosperous.

                              THE KID
                   I seen how you got only three
                   fingers on your left hand, though,
                   so I guess you're calling yourself
                   Mister Bill Munny.

     Munny does indeed have three fingers on his left hand and he
     doesn't like this conversation at all.

                               MUNNY
                   William Munny, yeah.

     
                              THE KID
                   Same one as shot Charlie Pepper in
                   Lake County?

                              A VOICE
                   Paw!  Hey, Paw!

     The voice belongs to WILL,  a skinny ten-year-old who dashes
     up with his seven-year-old sister, PENNY, right on his
     heels.  The kids are ragged and dirty, they don't look well
     fed or even very healthy.  Even as Will speaks to his
     father, Munny, his eyes, and Penny's too, go to The Kid.
     They don't see many strangers.

                               MUNNY
                   What is it, son?

                               WILL
                   Two more hogs got the fever.

     Munny winces.  The Kid ignores the interruption.

                              THE KID
                   You shot Charlie Pepper, didn't
                   you?  And you're the one killed
                   William Harbey an' robbed the
                   train over...

                               MUNNY
                             (sharply)
                   Hold on, mister.
                             (to Will)
                   Son, this here pig gotta be moved
                   outta this pen, away from them
                   others.  Penny, you give yer
                   brother a hand...

                               PENNY
                            (emotional)
                   This one's sick too?

     Munny ignores the question, already on his way to the
     miserable-looking shack.

                               MUNNY
                   Let's talk inside, mister.


     INT. SOD HUT - DAY

     Munny selects a tin cup from a wash pan of dirty dishes.  It
     is dark and cool inside his one room sod hut... and poor.

     The Kid checks one of the three chairs for stability before
     sitting down.

                               MUNNY
                   You're Pete Sothow's nephew, huh?
                   Hell, I thought maybe you was
                   someone come to kill me...
                       (he has the cups and
                      he crosses to the fire)
                   ...for somethin' I done in the
                   old days.

                              THE KID
                             (sitting)
                   I could of... easy.

                               MUNNY
                   Yeah, I guess so.

                              THE KID
                   Like I was sayin' you don't look
                   like no meaner than hell cold-
                   blooded damn killer.

                               MUNNY
                   Maybe I ain't.

                              THE KID
                   Well, Uncle Pete said you was the
                   goddamndest meanest sonofabitch
                   ever lived an' if I ever wanted a
                   partner for a killin', you was the
                   worst one.  Meanin' the best.  On
                   account of you're cold as snow an'
                   don't have no weak nerve nor fear.

     Munny serves the coffee gloomily and sits down.  It appears
     his feelings are hurt but The Kid doesn't notices.

                               MUNNY
                   He said that, huh?

                              THE KID
                   I'm a damn killer myself, only I
                   ain't killed so many as you because
                   of my youth.  Schofield Kid, they
                   call me.

                               MUNNY
                   Schofield?  You from Schofield?

                              THE KID
                    (laying his Smith & Wesson
                    Schofield .45 on the table)
                   On account of my Schofield model
                   Smith and Wesson pistol.

                               MUNNY
                   Oh.

                              THE KID
                   Well, how about it?

                               MUNNY
                   About what?

                              THE KID
                   Bein' my partner.   I'm headin' North
                   up around the Niobrara in Nebraska.
                   Gonna kill a couple of no good cowboys.

                               MUNNY
                   What for?

                              THE KID
                   For cuttin' up a lady.   They cut up
                   her face an' cut her eyes out, cut
                   her ears off an' her tits too.

                               MUNNY
                            (horrified)
                   Jesus!

                              THE KID
                         (pleased with the
                             reaction)
                   Thousand dollars of reward.  Five
                   hundred a piece.

                               WILL
                   Paw, I can't move that damn pig.

     Will has slipped into the house with Penny in tow and they
     are both covered with mud and Will is swearing toshow off
     to the stranger.

                               MUNNY
                           (embarrassed)
                   No cussin' now, Will.   Go on out
                   the pump an' clean up some an' I'll
                   be along.   Check them other pens.

     The two kids back out the door, eyes on the pistol and the
     stranger, and Munny walks over near the beds with his back
     to The Kid.

                               MUNNY
                   I ain't like that no more, Kid.
                   Whiskey done it as much as anythin'
                   I guess.
                        (turning to The Kid)
                   I ain't touched a drop in ten years.
                   My wife, she cured me of it...
                   cured me of drink an' wickedness.

                              THE KID
                   Well... you don't look so prosper-
                   ous.  Hell, you could buy her a new
                   dress out of your half.  We could
                   kill them two an' you could buy
                   your wife one of them fancy...

                               MUNNY
                   She's passed on, Kid.

                              THE KID
                   Huh?

                               MUNNY
                   Been gone near three years now.

                              THE KID
                        (staring stupidly)
                   Oh.


     EXT. SOD HUT - DAY

     Will and Penny in front of the house, looking up at The Kid
     who is mounted again and Munny is standing there taking
     leave of The Kid.

                              THE KID
                   Don't tell nobody about the
                   reward an' all.  Don't need no
                   other gunmen tryin' to collect.

                               MUNNY
                   I don't never see nobody anyhow.

                              THE KID
                           (riding away)
                   If you was to change your mind,
                   might be you could catch me...
                   due West to the Western Trail
                   an' North to Ogallala.

     Munny waves at The Kid and for a long moment watches him
     trot across the flat, grassy fields.  Then he turns back to
     his shabby farm and the squealing pigs and the two children
     who are looking up at him.

                               WILL
                   Who's he?

                               MUNNY
                          (turning away)
                   Best we move that pig.


     EXT. HOG PEN - DAY

     Munny in the mud and the pig squealing and Will is there
     pushing too and Munny goes in face first again and when he
     comes up he slowly wipes mud from his face and, turning, he
     looks across the fields.

     VIEW ON PENNY

     Coming up beside the pen.

                               PENNY
                   Paw... two of them others
                   ...I think they got the fever.

     Munny frowns and looks off at the horizon, lost in thought.

     VIEW ON THE KID

     Way off in the distance, disappearing on the horizon.


     EXT. BIG WHISKEY HILL - DAY

     EXTREME CLOSE UP ON DELILAH

     Delilah's face!  The cut-whore.  Skeins of criss-crossing
     raised flesh, a vicious web of scars dominated by her eyes
     that are deep and beautiful.

     She's hanging clothes on a clothes line on Big Whiskey Hill,
     the gentle slope above the town.  Alice, Little Sue, Silky,
     Kate, and Faith are close by, hanging clothes or washing
     them in the gurgling stream.

     Faith is the first to glance down the hill toward the town
     and to notice.  She draws in her breath and turns to Alice
     and catches her eye and Alice looks down.


     EXT. MUDDY NORTH ROAD

     The muddy North Road and the two riders, and they are Quick
     Mike and Davey Bunting leading their ponies in, passing a
     crudely painted sign that says:

                   "Ordinance 14.  No firearms in
                   Big Whiskey.  Deposit them at
                   County Office.
                       By Order of Sheriff."


     EXT. BIG WHISKEY HILL - DAY

     The whores on the hill.  One by one, with no words
     exchanged, they feel the silence and turn and exchange
     glances and they glance at Delilah.  She winces and turns
     back to hanging clothes.

     VIEW ON A HORSE'S OPEN MOUTH AND SKINNY

     Inspecting.

                              SKINNY
                   You boys took a while.  Couple
                   more days I was gonna call on
                   the Sheriff.

     The horses are gathered in front of Greely's and Skinny
     moves among them inspecting them while the two cowboys
     remain mounted.

                               DAVEY
                   River was swole so we couldn't
                   cross her.

     Davey is holding the halter of a little paint and when SKINNY
     starts to inspect the pain, Davey pulls the pony away.

                               DAVEY
                   You got two of mine.  This here
                   one ain't yours.

     Skinny and Davey lock eyes and Skinny is wondering how far
     to push it when SPLAT!... Davey gets a face full of mud.
     The three men turn to see the whores coming around the side
     of Greely's, all except Delilah, and they are throwing mud,
     scooping it from the sloppy street and...

     MIKE gets a hit on the chest and then on the face and he
     gives an ugly look and wheels his horse and digs in his
     spurs and heads North at a trot and mud continues to rain on
     him as the whores jeer.

                              SKINNY
                   Damn you.
                             (SPLAT)
                   That ain't no way to behave.
                             (SPLAT)
                   Quit that.

     Surprisingly, Davey turns his horse right into the barrage
     of mud and taking it in the face and on the chest he
     dismounts.  His paint takes a big gob of mud on one eye and
     Davey wipes the mud off tenderly.

                               DAVEY
                   This here pony... I brung it for
                   the lady... the one my partner
                   cut.

     The whores stop throwing mud abruptly.  There is a pause...
     and they can see that he is just a kid, and that he is sorry
     as hell and that he is about to cry and they are touched,
     especially Little Sue.

                               DAVEY
                   It's the best of the lot... better
                   than the ones I give him.
                        (indicating Skinny)
                   She could sell it or... what she
                   wants.

                               ALICE
                            (recovering)
                   A pony!...  She ain't got no face
                   left an' you're gonna give her a
                   goddamn mangy pony.

                               DAVEY
                   He ain't m-m-mangy, ma'am, he...

     SLOP.  Davey gets it in the face with a big gob of mud as
     Alice resumes fire and SPLAT, the paint gets it.

     Faith and Silky and Kate hesitate just a moment... and then
     they dig in and start jeering and throwing again and Little
     Sue bends down slowly and picks up some mud and then she
     just stands there with it, almost crying, and watches the
     cowboy turn away under a barrage of mud and mount his pony
     and ride out, mud hitting him all over and the women jeering
     and running after him in the muddy street.

     VIEW ON DELILAH

     Hanging clothes up on the hill and she canhear the shouting
     in the distance and she turns and looks down with the
     beautiful eyes and sees the cowboy riding out of town
     slowly, chased by the jeering women.


     INT. SOD HUT - DAY

     CLOSE on a photograph of CLAUDIA in Munny's hands.  He is
     inside, kneeling on the floor beside an open truck and he is
     studying reverently the old photo of Claudia, smiling
     radiantly in her best dress.  Finally Munny puts the picture
     down and digs in the trunk among folded dresses that
     belonged to her until he feels something metal and he sees
     the blue steel among the white cloth and then he pulls it
     out... an old Starr .44 Pistol.


     EXT. SOD HUT - DAY

     CLOSE on a Mojav coffee tin as Munny places it on the fence
     behind his sod hut.  Munny has the Starr in his right hand
     and he turns and walks back toward the house 15 yards away.

     Will and Penny are watching.   They know something is going
     on, but they don't know how to ask what it is.

     Munny faces the coffee tin and solemnly extends his pistol
     arm straight out and carefuly sights along the barrel.

     BAM!  A burst of flame and a puff of black smoke from the
     gun.

     The Mojav tin hasn't moved.

     Slowly, carefully, Munny raises the gun again and aims with
     great deliberation.

     BAM!  The coffee tin doesn't move.

     Munny shakes his head slowly in disgust and aims again.

     BAM!  Missed again.

     Munny gives a quick sheepish glance in the direction of the
     children.  There is a lot of smoke.  He aims again and

     BAM!  He misses.

     Munny is irritated and he aims and fires hastily and flame
     bursts from the gun and smoke and

     The tin is unmoved.

     Will looks at his feet, embarrassed, not wanting to meet his
     father's eyes.

     Munny stuffs the pistol in his waistband and disappears into
     the house.

     Will and Penny look at one another nervously, wondering
     what's happening.

                               PENNY
                    Did Paw used to kill folks?

     Will doesn't answer and then he looks up because Munny steps
     out of the house again, a sawed off Remington 10 gauge
     shotgun in his hands.

     Munny raises the double barreled weapon to his shoulder and
     aims carefully and...

     BARRRROOOOOM!  The can flies away in pieces and some of the
     fence, too.


     EXT. SHADE TREES - DAY

     A HEADSTONE.  It says:

                    "CLAUDIA FEATHERS MUNNY
                    Born, March 11, 1849
                    Died, August 6, 1878,
                    aged 29 years, in the
                    full enjoyment of that
                    love which constrained
                    her to leave all for
                    Christ and heathen souls

                    Lo, we have left all and followed thee:
                    What shall we leave therefore.
                                             19:25"

     The headstone is under a couple of shade trees fifty yards
     from the sod hut.  MUNNY is sitting on a rock under the
     trees looking at the headstone and he has on a cheap black
     suit now.  He twists the hat, tormented... and he starts to
     say something out loud but he can't because men don't talk
     to stones.  So finally he gets up, slumped in defeat, and he
     puts a little bouquet of flowers on the grave and he turns
     away unhappily.


     EXT. SOD HUT - DAY

     The ALBINO MARE snorting and shying, anxious to lose the
     saddle.  Will has her by the halter, holding her with
     effort, in front of the house.

                               WILL
                   She ain't hardly a saddle horse no
                   more, Paw.  She ain't used to the
                   feel.

     Munny walks up and puts his hand on Penny's head fondly.

                               MUNNY
                   Them flowers, Penny, I could
                   tell your Maw liked them, hear?
                         (turning to Will)
                   Take care of your sister, son.
                   You can kill three chickens if
                   you need, not no more.  Keep
                   the hogs that got fever
                   separate if you can.  An' if
                   you need help, go see Sally Two-
                   Trees over to Ned Logan's.

     Then he turns to the mare and shoves a foot in the stirrup
     to mount but the horse shies and Munny goes down in the dust
     looking very undignified.

     And Penny is horrified and humiliated for her father whom
     she worships and Will's eyes are big because Munny's coat
     came open and he caught a quick glimpse of the Starr pistol
     stuck in the waist band.

                               MUNNY
                      (brushing himself off,
                            embarrassed)
                   Ain't felt a saddle in a while
                   myself.

     Then Munny has one foot in the stirrup and the horse starts
     to shy and Munny has to hop around with one foot stirruped
     and the other not... and when he tries to swing aboard he
     falls back...

                               MUNNY
                   Easy old gal, easy...

     And he still can't make it, so to cover his embarrassment he
     talks to the kids while he hops around desperately trying to
     mount.

                               MUNNY
                   Now this here horse is gettin'
                   even on me... hold on gal... for
                   the sins of my youth... In my
                   youth... before I met... your
                   dear departed mother... I was
                   weak an' givin' to mistreatin'
                   horses an' such.  An' this here
                   horse... an' that ole pig, too,
                   I guess... is my comeuppance for
                   my cruelty...

     At last he is in the saddle and takes a deep breath.

                               MUNNY
                   Used to be I could cuss an' hurt
                   an animal... til your departed
                   mother, God rest her, showed me the
                   error of my ways.

     Munny turns the Albino mare and starts out the gate going
     Weat toward the fields.

                               MUNNY
                        (over his shoulder)
                   I won't be no longer than a couple
                   of weeks.  Remember how the spirit
                   of your departed maw watches over
                   you.

     Will and Penny are watching him go and Will is fighting back
     the tears but Penny has lost the battle and she is crying
     and the horse whinnies.

     VIEW ON MUNNY

     Twenty yards away getting up off the ground and trying to
     catch the shying, prancing horse on foot, his dignity a
     shambles.


     INT. ALICE'S ROOM - NIGHT

     Alice IN PAIN because Skinny is twisting her arm and they
     are in Alice's room... it is still night... and the other
     whores are there, scared, nervous.

                               SKINNY
                             (furious)
                   Where'd you get the money, huh?

                               ALICE
                             (in pain)
                   We ain't got it.  We ain't got
                   no money.

                               SKINNY
                   You told them cowboys you had it.

                               ALICE
                   We was... lyin'.

                               SKINNY
                           (lets her go)
                   What you gonna do when somebody
                   comes to collect?
                             (yelling)
                   FUCK 'EM?  FUCK 'EM A THOUSAND
                   TIMES?
                     (goes to door, then stops)
                   The kind of people who'll come after
                   that thousand, they won't tolerate if
                   you don't have it.  They won't just
                   cut your face up a little.
                            (screaming)
                   STUPID CUNTS!


     EXT. LITTLE BILL'S HOUSE - DAY

     VIEW on HOT SUN blazing down.

     BANG BANG BANG, HAMMER ON NAIL and the fingers holding the
     nail are swollen and purple and then... WHUP Hammer on
     flesh.

                            LITTLE BILL
                   Oh, shit, shit an' damn, oh fuck
                   my mother and my father, o damn an'
                   jesus.

     Little Bill is hopping around in his hat and boots and
     nothing else in front of his brand new one story, four room,
     frame house that hasn't been painted it's so new and doesn't
     have a porch yet, though that is being begun... sort of.  In
     fact... the house doesn't look quite right... looks a little
     lopsided.

     Skinny Dubois is standing there, in the clearing wiping his
     brow and catching his breath and watching Little Bill.

                               SKINNY
                   Hit your finger, huh?

                            LITTLE BILL
                            (surprised)
                   Huh?  Hullo, Skinny.  Snuck up on
                   me.
                   (indicating the house proudly)
                   How do you like her?

                               SKINNY
                        (looking critically)
                   Heard you done the roof yourself.

                            LITTLE BILL
                   Roof?  Jesus, Skinny, I done
                   practically every damn thing
                   myself.  Roberts boy hauled
                   wood, that's all.

                               SKINNY
                   What's all that wood?

                            LITTLE BILL
                        (enthusiastically)
                   Porch.  I'm puttin' a porch on
                   her so's I can puff my pipe of
                   an evening an' drink my coffee
                   an' watch the sun set.

     Little Bill is back at it, hauling a four by six into
     position.

                            LITTLE BILL
                        (over his shoulder,
                             proudly)
                   You come clear up here just to
                   get a look at her?

     The train whistle screams loudly below in the valley and
     turning nervously, Skinny can see a puff of steam above the
     distant trees.

                               SKINNY
                   Them whores...
                       (he pauses, reluctant
                             to go on)

     Little Bill isn't really paying attention to anything but
     his house.

                            LITTLE BILL
                   Yeah?

                               SKINNY
                   Them whores, they been fuckin'
                   an' fuckin' all them cowboys
                   that come into town the last
                   two weeks...

                            LITTLE BILL
                            (chuckling)
                   Shit, Skinny, we got railroad barons
                   an' cattle barons, but you' re gonna
                   be the first of the billiard barons.

                               SKINNY
                           (ignoring him)
                   ...They been fuckin' 'em, 'an
                   tellin' every bow-legged one of 'em
                   how they're payin' a thousand dollars
                   to whatever sonofabitch kills them
                   two boys which cut up Delilah.

     Little Bill drops the board he's holding up and turns
     sharply to Skinny.  Down in the valley the train whistle
     screams and after a long, tense moment, Little Bill turns
     and looks out over the valley, frowning.

                            LITTLE BILL
                   An' all them cowboys been riding
                   that beef down to Kansas an'
                   Cheyenne?

                               SKINNY
                   (unhappily, dropping his eyes)
                   Yup.

                            LITTLE BILL
                   All week?

                               SKINNY
                          (apologetically)
                   I didn't hear nothin' till last
                   night.

                            LITTLE BILL
                   Word must have got all the
                   way to Texas by now.

                               SKINNY
                             (quickly)
                   Oh, shit, Bill, I guess nobody's
                   gonna come clear from Texas.

                            LITTLE BILL
                          (sitting down)
                   They really got all that money,
                   them whores?

                               SKINNY
                       (sitting beside Bill)
                   You know how women kin lie... I
                   knock 'em around a little, ask 'em
                   where the money is, they say they
                   don't have none?...but they
                   coulda squirreled away that much,
                   the five of 'em.  Maybe.
                              (pause)

                            LITTLE BILL
                   That much, huh?

                               SKINNY
                             (hopeful)
                   You could run off them two cowboys.

                            LITTLE BILL
                             (sharply)
                   I could run off them whores.

                               SKINNY
                          (after a pause)
                   Well, I guess they'll just up an'
                   run anyhow, them two.

                            LITTLE BILL
                             (glumly)
                   Nope.  They'll stay out on the
                   Spade country where they got
                   friends.

     The train whistle screams down in the valley and the train
     is chugging in the distance, pulling out, headed South.

                               SKINNY
                   Shit, Bill, could be nobody
                   won't come at all.


     EXT. LOGAN HOUSE - DAY

     SALLY TWO TREES, weeding under a hot sun.  She is an Indian
     woman about forty years old, heavy, and she is pulling weeds
     from a neat garden near the Logan House and she looks up and
     she sees something and frowns and keeps looking and doesn't
     like what she sees,

     HER POV:

     A MAN IN THE DISTANCE RIDING AN ALBINO MARE, making his way
     slowly through the prosperous fields of young corn.

     VIEW ON SALLY

     She looks over at her husband, NED LOGAN, who is working not
     far away and he seems to "hear" her look because he turns to
     her and, seeing her troubled expression, he follows her look
     and he too sees the rider on the Albino mare.

                                NED
                   I'll be damned.  It's Billy Munny.

     Ned is about forty, balding, a farmer, but not as seedy
     looking as his old friend, Bill Munny.

     VIEW ON MUNNY

     Trying to dismount and the Albino prancing and Munny
     staggering and Sally looking at the scene grimly.

                               MUNNY
                            (awkwardly)
                   Hullo Sally... I... uh, I
                   ain't seen you in near as long
                   as this, uh... as this horse
                   ain't felt the saddle.

     Munny gets up out of the dust looking uncomfortable and
     Sally just stares at him coldly.

                                NED
                             (warmly)
                   Come on in outta the sun, Bill.
                   Sally, you see to Bill's horse.

     Munny nods an uncomfortable thank-you to Sally as Ned leads
     him toward a house that is very different from Munny's.  It
     is a two story frame house freshly painted and surrounded by
     a well-tended garden, a tool shed, a barn and lush fields.

     As the men disappear into the house Sally leads the Albino
     toward the barn.  Her sharp eyes don't miss the stock of the
     shotgun where it protrudes slightly from the bedroll.  Her
     eyes seem to see even into the future... and all they see is
     trouble.


     INT. LOGAN HOUSE - DAY

     CLOSE on CLEAN CERAMIC COFFEE MUGS as NED takes them from a
     tidy cabinet in his cozy kitchen with the cast iron stove,
     the solid table.

     Munny is sitting at the table looking moodily into space.

                                NED
                            (earnestly)
                    We ain't bad men no more, Bill.
                    Hell, we're farmers.

                               MUNNY
                          (thoughtfully)
                    Should be easy killin' em...
                    supposin' they don't run off to
                    Texas first.

                                NED
                       (taking the pot from
                            the stove)
                    How long since you shot a gun at a
                    man?      (pause)
                    Nine... ten years?

                               MUNNY
                    Eleven.

                                NED
                    Easy, huh?  Hell, I don't know that
                    it was all that easy then... an'
                    we was young an' full of beans.
                          (pouring coffee)
                    Bill... if you was mad at 'em...
                    if they done you wrong... I could
                    see shootin' 'em...

                               MUNNY
                      (looking Ned in the eye)
                    We done stuff before for money,
                    Ned.

                                NED
                          (sitting down)
                    Well, we thought we was doin' it
                    for money...
                     (he pauses, remembering)
                    What'd they do anyhow?  Cheat at
                    cards, steal some strays, spit
                    on a rich fella?

                               MUNNY
                    Cut up a woman.  Cut her eyes out,
                    cut her tits off, cut her fingers
                    off... done everythin' but cut
                    up her cunny, I guess.

                                NED
                      (after chewing on that
                                one)
                    Well, I guess they got it comin'...
                     (and he pauses and looks
                         Munny in the eye)
                    But you wouldn't go if Claudia was
                    alive.

     It hits Munny like salt in a wound and he just takes it.
     They both know Ned is right and they think about it
     silently.  Finally Munny speaks glumly.

                               MUNNY
                          (getting up and
                         going to the door)
                    I guess you wouldn't mind to look
                    in on my youngsters next week.
                    Might be you could help them move
                    a couple of them pigs if they got
                    to separate 'em more.

     Ned has been thinking about it while Munny's talking,
     wrestling with it and now Munny is out the door.

                                NED
                    How long you gonna be, Bill?

                               MUNNY
                    Two weeks, I guess.

                                NED
                    This Kid, what's he like?

     Munny turns and looks at Ned and their eyes meet and Munny
     realizes Ned is coming.

                                NED
                    Three ways?

                               MUNNY
                    Yup.  You still got the Spencer
                    rifle?

                                NED
                           (grinning)
                    Yeah, an' I could still hit a bird
                    in the eye flyin'.


     EXT. LOGAN HOUSE - DAY

     Munny landing with a thud in the dust and picking himself up
     hurriedly and casting a sheepish glance over his shoulder at
     Ned as he makes another awkward effort to mount the mare.

                                NED
                        (amazed at this per-
                             formance)
                    Jesus, Bill.

     CLOSE VIEW

     The sad, wise eyes of Sally Two Trees as she watches the two
     riders disappearing in the distance.  her eyes are saying
     good-bye.


     EXT. PATH - DAY

     THE RIDERS IN THE DISTANCE.  One horse is walking and the
     white one is prancing and shying in an unruly manner while
     her rider fights desperately for control.


     EXT. OPEN COUNTRY - DAY

     SUNSET, and Ned and Munny riding in open country.

                                NED
                   He musta been movin' right along.

                               MUNNY
                   We'll come across him tomorra,
                   I guess.


     EXT. CAMP - NIGHT

     Night and the sizzling campfire as Ned empties the grease
     from the frying pan into the fire.

     Munny is already lying down, fussing in his blankets to get
     comfortable and the crickets are chirping up a storm.

                               MUNNY
                   Got used to my bed.  Ain't gonna
                   feel to home out here.

                                NED
                    (getting into his blankets)
                   Well, it ain't just the bed I'm gonna
                   miss.  I'm...
                        (he stops suddenly)
                   Hell, Billy, I'm sorry.  I didn't
                   mean...

                               MUNNY
                   It ain't nothin', don't fret it.
                              (pause)
                   She don't like it much, you goin'
                   off with me.

                                NED
                   Sally?

                               MUNNY
                   She gave me the evil eye.

                                NED
                   It's just... she's a Indian an'
                   Indians ain't... overfriendly.

                               MUNNY
                   I ain't blamin' her, Ned, I ain't
                   holdin' it against her.
                              (pause)
                   She knew me back then... an' she seen
                   what a no good sonofabitch I was...
                   an' she won't allow how I've changed.
                   She just don't know how I ain't like
                   that no more.

                                NED
                   Well, she...

                               MUNNY
                            (urgently)
                   I ain't the same, Ned.  Claudia,
                   she... straightened me up, got me
                   clear of the whiskey an' all.  Us
                   goin' to do this killin'... that
                   don't mean I'm back to like I was.
                   I just need the money... for a new
                   start... for them youngsters.
                           (long pause)
                   Remember that drover, the one I
                   shot in the mouth so's the teeth
                   come out the back of his head?  I
                   dream about him now an' again.  I
                   didn't have no reason to shoot
                   him... not one I could remember
                   when I sobered up.

                                NED
                   You was a... a crazy sonofabitch.

                               MUNNY
                   Nobody liked me... none of the
                   boys.  They was scared of me...
                   figured I might shoot 'em out of
                   pure meanness.

                                NED
                   You ain't like that no more.

                               MUNNY
                   Eagle... he hated my guts.
                   Bonaparte didn't like me none.

                                NED
                   Nor Quincy, I guess.

                               MUNNY
                   Quincy, he was always watchin' me.
                   Scared.

                                NED
                   You ain't like that no more.

                               MUNNY
                   Hell, no.  I'm just a fella now.
                   ain't no different from anyone else
                   no more.

     After a pause, Ned rolls over to go to sleep and says
     something kind by way of saying goodnight.

                                NED
                   Hell, Bill, I always liked you...
                   even back then.

     Ned settles in his covers and so does Munny and the crickets
     chirp for a long moment but Munny can't sleep with the lie.

                               MUNNY
                   No you didn't.  You wasn't no
                   different, Ned.
                            (and we...)


     EXT. TRAIN - DAY

     DAYLIGHT and a train whistle SCREAMING.


     INT. RAILROAD COACH - DAY

     The headline on the newspaper says "President Garfield
     Wounded."  FUZZY, a cowboy, is sitting in the rocking coach
     reading the paper with great effort, partly because of the
     motion of the train and partly because Fuzzy can't read very
     well... but CROCKER, the rough looking cowboy on the seat
     next to him can't read at all.

                              CROCKER
                   All I want to know is what sonof-
                   abitch shot him, that's all.  Was
                   it one of them John Bull assholes?

     Across the aisle two well dressed gentlemen are sitting.
     The one by the window, the lean one in the frock coat and
     slouch hat, is WW BEAUCHAMP and the one on the aisle, pudgy,
     pinkcheeked, with neat muttonchop whiskers, wearing a frock
     coat and waistcoat and a silk slouch hat in spite of the
     heat, is ENGLISH BOB.  English Bob has beady blue eyes, is
     about thirty-five and pulls constantly on a good cigar.

                            ENGLISH BOB
                     (in a rich English accent)
                   No, sir, I believe the would-be
                   murderer is a gentleman of French
                   ancestry... or so it would seem.
                   I hope I won't give offense if I
                   observe that the French are known
                   to be a race of assassins, though
                   they can't shoot worth a
                   damn...any Frenchman among the
                   present company excluded of
                   course.

     Crocker, not liking or understanding the interruption, gives
     English Bob a hard stare.

                               FUZZY
                            (to Crocker)
                   Says here a fellow by the name of
                   "Gitto."   "G-U-I--T..."

                              CROCKER
                           (eyes on Bob)
                   Sounds like a damn John Bull to me.
                   "Gitto."

     THIRSTY, a cowboy sitting behind Crocker, turns in his seat,
     sensing the tension in the air and WW feels it too and
     shifts uneasily... but English Bob is unperturbed and he
     puffs cheerfully on his cigar.

                            ENGLISH BOB
                   Well, sirs... again not wishing to
                   give offense... it might be a good
                   idea if the country were to choose
                   a Queen... or even a King
                   ...rather than a president.  One
                   isn't as quick to take a shot at a
                   King or a Queen.  The majesty of
                   royalty, you see...

                              CROCKER
                           (provocative)
                   Maybe you don't wish to give
                   offense, sir, but you are givin'
                   it pretty thick.  This country
                   don't need no queens whatsoever, I
                   guess.

     Crocker is shifting in his seat so that the revolver in his
     holster is prominent and there is uneasy stirring among the
     nearby passengers.  A DRUMMER looks around for exits.

                              CROCKER
                   As a matter of fact, what I
                   heard about Queens...

                              THURSTON
                   Shut up, Joe.

                              CROCKER
                           (to Thurston)
                   Huh?  What's got up your ass,
                   Thirsty?  This dude asshole...

                              THURSTON
                         (to Crocker, but
                          his eyes on Bob)
                   Might be the "dude" is English Bob
                   ...the one who works for the Union
                   Pacific shootin' Chinamen.  Might
                   be he wants for some dumb cowboy
                   to touch his pistol...  so's he
                   can shoot him down.

     English Bob, unperturbed, just pulls on his cigar.

                              CROCKER
                             (sobered)
                   That a fact, mister?  You English
                   Bob?

                            ENGLISH BOB
                             (affably)
                   Why don't we shoot some turkeys,
                   friend?  Ten shots... a dollar
                   a turkey.   I'll shoot for the
                   Queen, and you can shoot for...
                   whomever.


     EXT. TRAIN - DAY

     Turkeys bursting from long Nebrasks grass as the train
     whistle screams.

     BLAM!  A turkey plummets to earth.

     BLAM!  Another goes down.

     VIEW ON ENGLISH BOB

     On the swaying platform between cars, his pistol smoking and
     BOB brings it up again fast and sights and BLAM!

     AN EXPLOSION OF FEATHERS plummeting down and disappearing in
     the long grass.

     VIEW ON THE OTHER SIDE OF THE PLATFORM

     Where WW Beauchamp, Crocker, Thurston, Fuzzy and the nervous
     Drummer, in a cheap bowler, are standing.   They are all
     impressed with the fact that English Bob is one hell of a
     shot with a pistol.

                            ENGLISH BOB
                            (to Crocker)
                   I believe that's eight for me...
                   to one for you.  A matter of
                   seven of your American dollars.

                              CROCKER
                       (grudgingly counting
                          silver dollars)
                   Pretty damn good shootin'....
                             (daring)
                   for a John Bull.

                            ENGLISH BOB
                       (accepting the money
                            cheerfully)
                   No doubt your aim was affected by
                   your grief over the injury to your
                   ... uh... president.


     EXT. TRAIN STOP - DAY

     Bawling cattle milling in the pens south of Big Whiskey, and
     the train hissing and steaming at a standstill.

     CLOSE VIEW

     Two leather valises and a leather rifle case as MUDDY
     CHANDLER tosses them on his mud wagon, a sort of open
     stagecoach.  The scene is one of chaos as the train steams
     and hisses and baggage is tossed off and more is tossed on.

                              CHANDLER
                   It's a nickel up to Big Whiskey,
                   gentlemen.

     WW hands Chandler the money and, as he and English Bob climb
     into the mud wagon, they are accosted by GERMANY JOE SCHULTZ
     who runs the livery stable and does horse business with
     railway passengers on the side.

                            GERMANY JOE
                   I godd nize horzes I zell you,
                   boyce.  Nize prizes for
                   Independence Day, boyce.


     EXT. MUD WAGON - DAY

     English Bob and WW riding in the mud wagon, bouncing
     uncomfortably in spite of the slow pace, and eating dust and
     sweating profusely.

                            ENGLISH BOB
                            (irritably)
                   It's the climate does it.  That
                   and the infernal distances.

                                WW
                   Does what?

                            ENGLISH BOB
                   Induces people to shoot persons
                   in high places.
                     (mopping his brow with his
                           (handkerchief)
                   It's a savage country.  That's
                   the second one shot in twenty
                   years.  It's uncivilized shooting
                   people of substance.

     The mud wagon rattles past the South Road sign.  It is
     similar to the one of the North Road and says:

                   No Firearms in Big Whiskey.
                   Ordinance 14.
                   Deposit pistols and rifles
                   County Office.


     EXT. BIG WHISKY INN - DAY

     Deputy ANDY RUSSELL stepping out of the County Office as the
     mud wagon clatters to a stop in front of the Big Whisky Inn.

     Andy is just twenty, a good looking kid with a badge on his
     vest and a holstered pistol.  He watches the passengers
     climb out of the mud wagon and, as English Bob alights, his
     frock coat parts and gives ANDY just the quickest glimpse of
     a holstered pistol under the coat.

                               ANDY
                   Pardon me, gentlemen, but local
                   ordinance obliges you to surrender
                   your sidearms to proper authority
                   for the duration of your visit.

     WW looks at English Bob and English Bob turns and looks Andy
     up and down very coolly.

                            ENGLISH BOB
                   Proper authority eh?
                            (breezily)
                   Well, sir... neither my companion
                   nor I carry firearms on our
                   persons.  Rather, we trust in
                   the goodwill of our fellow man
                   and the forbearance of reptiles.

     And English Bob gives a smart bow, turns with a swirl of
     coat-tails that allows a brief glimpse of not one, but two
     holstered pistols, and marches off.  As WW follows English
     Bob, he glances nervously back to see what young Andy will
     do but Andy just stares nonplussed.  In that quick glimpse,
     Andy saw how the weapons were tied down with thongs, meaning
     the owner wanted a quick pull... and this shit is out of his
     league.


     INT. COUNTY OFFICE - DAY

     KER-CHICK, CLACK, A HENRY RIFLE COCKED and the action
     checked.  Andy is cleaning the weapon in the County Office.

                               ANDY
                   Unarmed, my ass.

     SHUCK, KA-CHAK.  CHARLEY HECKER breaks open a single
     barreled shotgun and moves a shell in.

                              CHARLEY
                         (wiping his brow
                             nervously)
                   Christ, it's hot.

                               FATTY
                           ((cheerfully)
                   If I'm gonna get shot, I druther
                   it was hot then cold.  Everythin'
                   hurts more in the cold.

     Fatty is sitting in a chair in front of the empty jail cell
     cleaning a revolver, oblivious to the tension.

                          FATTY (cont'd)
                   You know how if you hit your thumb
                   in the cold, how it...?

                              CHARLEY
                   Shut up, Fatty.

                               FATTY
                   I only said...

     Outside a horse clatters up fast and Andy jumps nervously to
     the window.

                                ANDY
                   Clyde's back.

                              CHARLEY
                   Little Bill with him?

                                ANDY
                   No.

                              CHARLEY
                             (worried)
                   Shit.

     Clyde bursts in the door.  He is wearing two gun-belts
     crossed, with a holster on each side.  Since he has only one
     arm, he carries one pistol butt forward and the other butt
     back.

                               CLYDE
                   You boys clean my Remington?

                               FATTY
                          (holding it up)
                   Cleaned an' loaded.

                              CHARLEY
                   Where's Little Bill for Christ
                   sake?

                               CLYDE
                      (inspecting the pistol)
                   Ha.  He was building his fucking
                   porch.

                              CHARLEY
                   Building his porch!

                               FATTY
                   If you was to get shot, Andy,
                   would you like it better to be
                   a hot day or...?

                               ANDY
                             (sharply)
                   I ain't gonna get shot.

                              CHARLEY
                             (to Clyde)
                   He's coming ain't he?

                               CLYDE
                         (ejecting shells)
                   'Course he's coming.

                               FATTY
                   Hey, I just loaded her.  Watcha
                   doin?

                               CLYDE
                   I don't trust nobody to load my
                   guns, not for a shootin'.

                              CHARLEY
                   What'd he say?

                               CLYDE
                   Little Bill?  He didn't say nothing.
                   Like I said, he was buildin' his
                   porch.  Have you seen that thing?

                               FATTY
                             (sulking)
                   It was all loaded.  Jesus, Clyde,
                   you got three pistols an' only
                   one arm for Christ sake.

                               CLYDE
                            (to Fatty)
                   I just don't wanna get killed for
                   lack of shootin' back.
                           (to Charley)
                   You know there ain't a straight
                   angle in that whole goddamn
                   porch... or in the whole house
                   for that matter.  He's the worst
                   fucking carpenter.

                              CHARLEY
                             (worried)
                   He didn't say nothin', huh?

                               CLYDE
                      (putting the 3rd pistol
                            in his belt)
                   Asked what they looked like,
                   that's all.  Christ, maybe he's
                   tough but he sure ain't no
                   carpenter.

                              CHARLEY
                   Maybe he ain't so tough.

     Clyde looks up, surprised.  There is a sudden silence.

                               ANDY
                           (blurting it)
                   He seem like... like he was...
                   scared?

                               CLYDE
                             (amazed)
                   Little Bill?  Him scared?

                              CHARLEY
                   We never seen him up against
                   any... like these ones... killers.

                               CLYDE
                     (looking at the frightened
                     faces of Charley and Andy)
                   Little Bill come out of Kansas
                   an' Texas, boys.  He worked
                   them tough towns.

                              CHARLEY
                             (ashamed)
                   Just wondered.  Anybody could
                   be scared.

     Andy drops his eyes and looks away from Clyde.

                               CLYDE
                          (with meaning)
                   No.  He wasn't scared, boys.
                   He just ain't a good carpenter.


     INT. BARBERSHOP - DAY

     English Bob, delighting in the smooth feel of his freshly
     shaved pink cheeks, climbs cheerfully out of the barber
     chair, still chattering at the poor BARBER.

                            ENGLISH BOB
                   ...can see that there's a dignity
                   in royalty... a majesty... that
                   precludes the likelihood of
                   assassination.

     The Barber is applying his little whisk broom to Bob's
     waistcoat while WW pulls out his purse to make payment.

                        ENGLISH BOB contd.
                   Why, if you were to point a pistol
                   at a King or a Queen, sir, I can
                   assure you your hand would shake
                   as though palsied...

                               BARBER
                         (looking at Bob's
                              pistols)
                   I wouldn't point no pistol at
                   nobody, sir.

                            ENGLISH BOB
                       (putting on his frock
                        coat over his guns)
                   A wise policy.  But if you did,
                   I can assure you, the sight of
                   royalty would cause you to
                   dismiss all thoughts of bloodshed
                   and stand... in awe.
                              (pause)
                   Whereas, a president... I mean,
                   why not shoot a president?

     The Barber doesn't know how to take this guy, and just ogles
     him.

                            ENGLISH BOB
                   Now this Strawberry Alice person,
                   tell me again.

                               BARBER
                   Down the street and across.  Greely's
                   Beer Garden and Billiard parlor.
                   Just ask for Alice and say you want
                   a game of billiards.

                            ENGLISH BOB
                          (about to exit)
                   Billiards, eh?  Even though I
                   don't really wish to play?

                               BARBER
                   Don't matter.  They burned the
                   table in '78 for firewood.

                            ENGLISH BOB
                   Ah, I see.

     WW has already stepped out and English Bob follows him out
     the door.


     EXT. BARBERSHOP/MAIN STREET - DAY

     English Bob steps out the door.

                            ENGLISH BOB
                   Come on, WW.  Let's...

     Something's wrong!  There is a funny quiet and WW is frozen
     like a ramrod.  English Bob looks around.

     VIEW ON CHARLIE HECKER

     Ten yards to Bob's right, pointing a 12 gauge shotgun and
     Fatty Rossiter a few feet away pointing his old Enfield.

     VIEW ON ANDY RUSSELL

     On Bob's left, pale and tense, pointing his Henry, and Clyde
     Ledbetter kneeling near him, leveling one of his pistols.

     VIEW ON LITTLE BILL

     Standing ten yards away in the empty dusty street where the
     Fourth of July flags are flapping.

                            LITTLE BILL
                   Hullo, Bob.  Boys, this here is
                   English Bob.

                            ENGLISH BOB
                        (under his breath)
                   Shit and fried eggs.

                            LITTLE BILL
                   Been a long time, Bob.  You run
                   out of Chinamen?

                            ENGLISH BOB
                    (recovering his composure)
                   Little Bill, I thought you were
                   dead.  I see you shaved off your
                   chin whiskers.

                            LITTLE BILL
                        (feeling his chin)
                   Well, I was always tasting the
                   soup two hours after I et it.

     VIEW ON THE STREET

     Empty, silent.

     VIEW

     FACES IN THE WINDOW of the Blue Bottle restaurant.  EGGS
     ANDERSON, TOM LUCKINBILL, MRS. PEEVEY, HOPPITY THOMAS,
     peering out.

     VIEW

     Alice, Kate and Little Sue in Greely's window and, in the
     open doorway, ready to duck for cover, Skinny and Germany
     Joe Schultz and PADDY McGEE, the cooper.

     VIEW ON ENGLISH BOB

                            ENGLISH BOB
                   What I heard was that you fell
                   off your horse drunk and broke
                   your neck.

                            LITTLE BILL
                   I heard that one myself, Bob.
                   Hell, I even thought I was dead
                   til I found out it was just I
                   was in Nebraska.
                              (pause)
                   Who's your friend?

                            ENGLISH BOB
                   WW Beauchamp... Little Bill
                   Daggett and... "friends."

                                WW
                             (nervous)
                   From N-n-newton?... and H-hays
                   and A-a-abilene?

                            ENGLISH BOB
                              (dryly)
                   The same.

     Charley is taking all this in wide-eyed.

                            LITTLE BILL
                   You work for the railroads too,
                   Mister Beauchamp?

                                WW
                         (scared to death)
                   N-no.  I wr-wr-wr-write...
                   I wr-wr-write...

                            LITTLE BILL
                   Letters?

                            ENGLISH BOB
                   Books.  He's my biographer.

                            LITTLE BILL
                        (fighting amazement)
                   Oh.

     And WW is reaching for a pocket.

     VIEW

     Andy and Charley and Clyde and Fatty tensing to fire.

     VIEW ON ENGLISH BOB

                            ENGLISH BOB
                   I wouldn't do it, WW.

     WW freezes, terrified... and a puddle of urine forms at his
     feet.

                                WW
                   It's only a b-b-b-book...

                            LITTLE BILL
                      (his pistol half-drawn)
                   A book, huh?
                       (returning his pistol
                     and glancing at the piss)
                   I guess that means you can read...
                   An' I guess you boys seen them
                   signs about surrendering your
                   firearms... But then, like you
                   told old Andy there, you ain't
                   armed, are you, Bob?

                            ENGLISH BOB
                   Not really...
                            (shrugging)
                   Maybe a couple of Peacemakers...
                            (bargaining)
                   I imagine you could overlook those,
                   eh, Bill?  If you didn't see them...
                   or hear them?

                            LITTLE BILL
                           (cold as ice)
                   I guess not, Bob.  I don't like
                   guns around.

     With a sardonic glance at the arsenal trained on him English
     Bob gives a shrug and holds open his coat in surrender,
     exposing two fancy holstered pistols.

     Little Bill gives Andy a head signal and Andy steps forward
     and takes the pistols from English Bob's holsters.

                            LITTLE BILL
                   Charley, see what kind of "books"
                   Mister Beauchamp is packing...
                   but watch you don't get wet.

                            ENGLISH BOB
                             (to Andy)
                   Be careful with those, sonny.

     Onlookers are stepping out of doorways now and moving
     timidly into the street forming a large semi-circle.  The
     whores are among them.

                              CHARLEY
                   No shit, Little Bill, all he's
                   got is this here book.

     Charley holds up a dime novel with a lurid cover showing a
     gentleman in a top hat protecting a woman with his body
     while firing two pistols at seven disheveled looking
     "Western types."  The title is "The Duke of Death."

                            LITTLE BILL
                       (reading with effort)
                   The... Duck of Death.

                                WW
                   D-d-d-duke.  The D-d-duke of
                   Death.

     English Bob starts to go but Little Bill puts a hand on his
     shoulder.

                            LITTLE BILL
                   Give me the .32, Bob.

     Furious, English Bob turns and looks into Bill's eyes and
     then, seeing no alternative, opens his vest esposing a small
     pistol.

                            ENGLISH BOB
                   You leave me at the mercy of my
                   enemies.

                            LITTLE BILL
                        (taking the pistol)
                   Enemies, Bob?  You been talking
                   about the Queen again?  On
                   Independence Day?

     A lot of the tension has gone out of the occasion and the
     crowd is beginning to murmur and people are starting to move
     and a couple of kids are running when suddenly...

     CRUNCH! English Bob's face seems to cave in with the force
     of Little Bill's fist and Bob literally flies backward and
     slams into the side of the barber shop.

     VIEW

     Alice gasping... Andy's jaw drops... Little Sue's eyes
     bulge...  Charley gulps.

     VIEW ON ENGLISH BOB

     Slumped against the wall, blood pouring from his unhinged
     jaw, amazed.

                            ENGLISH BOB
                   Wh... what... ?

     Little Bill walks calmly up to him and WHAM... kicks him
     hard in the chest.

     VIEW

     Silky having a hard time swallowing and Mrs. Peevey turning
     away and Eggs horrified and Alice's scared face.

     VIEW ON ENGLISH BOB

     Bloody, on all fours, pulling a knife from his waistcoat...
     but the whole effort is painful and hopeless.  He hasn't a
     chance.

     Little Bill looks down at him for a moment from his enormous
     height, watching the smaller man's pitiful effort, then
     SLAM!... Little Bill kicks him in the ribs hard and you can
     hear air going out of Bob, and Bill steps hard on Bob's
     knofe hand and the bones crunch loudly.

     VIEW

     WW, white as a ghost and Andy is trying not to vomit.  There
     is the sound of another brutal blow.

     VIEW

     English Bob on all fours in the dusty street now, barely
     conscious.

     KA-WHUMP! Little Bill kicks him again, not angrily, but
     hard.

                            LITTLE BILL
                   I guess you think I'm kickin'
                   you, Bob... but it ain't so.
                        (WHAM, another kick)
                   What I'm doin' is talkin', hear?
                   I'm talkin' to all them villains
                   down in Kansas an' them villains
                   in Cheyenne...
                              (WHUMP)
                   Lettin' em know there ain't no
                   whores' gold...

     Little Bill turns and looks hard at the whores and Alice is
     sick from the violence and Little Sue is biting her lip and
     Silky has tears in her eyes.

                            LITTLE BILL
                       (turning back to Bob
                         and kicking him)
                   ...an' how if there was...
                   how they wouldn't want to come
                   lookin' for it anyhow.

     Little Bill looks down with eyes as cold as ice and English
     Bob grovels in the bloody dust, barely conscious.


     EXT. OPEN COUNTRY - DAY

     Open country under a hot sun and Munny and Ned riding their
     horses at a walk and the saddles creaking and birds chirping
     in the five foot high grass.  It is late morning in Northern
     Kansas and they have been riding since dawn, mostly in
     silence, but Ned has something on his mind and he glances at
     Munny and frowns and then finally he blurts his question.

                                NED
                   Say, Bill... You ever... ever
                   go into town... an' all?

                               MUNNY
                         (surprised at the
                             question)
                   Sure, I got to.  Got to get supplies.

                                NED
                   No.  I mean...
                           (embarrassed)
                   ...an' get yourself a woman?
                   You know?

     Munny looks away quickly, embarrassed, and it seems like he
     isn't going to answer and then, when he finally does, he
     keeps his eyes on the horizon.

                               MUNNY
                   Naw.  Naw, I don't ever go into
                   town for that.
                              (pause)
                   A man like me... A man like me
                   can't get no woman but one he's
                   gonna pay for... an' that ain't
                   right... buyin' flesh.
                          (looking at Ned)
                   Claudia, God rest her soul, she
                   wouldn't have wanted me doin'
                   nothin' like that, me bein' a
                   father, an' all.
                       (he looks away again)

                                NED
                           (rhetorically)
                   Whaddaya do, just use your hand?

                               MUNNY
                         (after a nervous
                           glance at Ned)
                   Sometimes... yeah.
                          (looking at the
                              horizon)
                   I don't miss it all that much.

     Ned is shaking his head, wondering at the transformation of
     his old friend when...

     CRACK!  A RIFLE SHOT and the Albino mare rears violently,
     whinnying and hurling Munny out of the saddle and...

     Ned's roan bolts at full speed, Ned barely staying aboard.

     CRACK! another shot.

     VIEW ON MUNNY

     On all fours in the tall grass.  He feels his forehead and
     wipes away a little blood, and shakes his head to clear it.
     Then he hears rustling in the long grass and he whirls and
     pulls the Starr out of his belt and sitting back he aims at
     where he heard the noise and he pulls back the hammer with a
     loud click.

                            NED'S VOICE
                            (a whisper)
                   Billy.  Billy.

                               MUNNY
                       (lowering the pistol,
                             relieved)
                   Yeah.

     Ned crawls out of the grass next to Munny.

                                NED
                   Some fucker's shootin' at us.

                               MUNNY
                   Yeah.

                                NED
                      (alarmed, seeing blood)
                   He hit you?

                               MUNNY
                   Naw.  I bumped my head fallin'
                   off of my horse.

     CRACK, another shot.  Ned looks puzzled and he lifts his
     head up and tries to look around without exposing himself.

     A hundred yards away Ned can see a clump of four or five
     trees and there is a little cloud of black smoke still
     hanging in the air there and then a sudden flash of fire,
     smoke and CRACK!

     Ned doesn't even duck, he just frowns.

                                NED
                   He ain't shootin' our way no more.
                       (indicating the left)
                   He's shootin' over that way.  Who's
                   he shootin' at over that way?

                               MUNNY
                   Beats the hell out of me.

                                NED
                   You suppose maybe we're in
                   somebody's field?

                               MUNNY
                   I didn't see nothin' planted.

     CRACK.  Another shot.  Ned ducks urgently.

                                NED
                   Fuck, he's shootin' at us again.

     CRACK, CRACK, CRACK.

                                NED
                   Jesus, he's shootin' up the
                   whole fucking horizon.

     Munny is thinkinh about it, has an idea, weighs it and gives
     it a try.

                               MUNNY
                            (shouting)
                   HEY.

                                NED
                   You're marking us, Bill.

                               MUNNY
                          (ignoring him)
                   HEY, KID.

                                NED
                   Kid?  The Kid's shootin at us?

                               MUNNY
                   IS THAT YOU, KID?

                                NED
                   Why would the Kid shoot at us?

                               MUNNY
                   HEY KID, IT'S ME, BILL MUNNY.


     EXT. TREES - DAY

     The Kid rifle at his cheek is crouched behind one of the
     trees.  His horse is standing nearby.

                         MUNNY'S VOICE o.s.
                   Hey, Kid, is that you?  It's
                   me, Bill Munny.

     The Kid is frowning and finally he makes up his mind.

                              THE KID
                            (shouting)
                   YEAH.  IT'S ME.

                         MUNNY'S VOICE o.s.
                   Don't shoot at us no more, okay?

     The Kid is peering around the tree and squinting
     ferociously.

     HIS POV:

     The field.  It is one big blur.  He can't see worth a shit.

     The Kid squinting and peering and worrying.

                              THE KID
                   WHO YOU GOT WITH YOU?

                         MUNNY'S VOICE o.s.
                   Ned Logan.  My old partner, Ned
                   Logan.  Don't you shoot no more,
                   okay?

     The Kid doesn't like it, he's nervous and twitching, trying
     desperately to see what's going  on out there.

                         MUNNY'S VOICE o.s.
                   We're gonna collect our horses an'
                   come on over.  You ain't gonna
                   shoot no more, are you?

                              THE KID
                   NO, I AIN'T.


     EXT. TREES - DAY

     VIEW ON MUNNY

     Bedraggled and sweaty, walking into the clump of trees
     leading his horse and Ned, behind him, leading his roan and
     looking just as bad.

                               MUNNY
                   Had to chase the damn horse a
                   mile.

     The Kid is sitting under the shade tree looking sullen.

                                NED
                              (angry)
                   What was you shootin' at us
                   for, anyhow?

                              THE KID
                   Thought you was followin' me.

                               MUNNY
                   Well, we was.  Like you said,
                   I changed my mind an'...

                              THE KID
                   Wasn't nothin' said about no
                   partner.

                                NED
                   Well, this here's Ned Logan...
                   Ned, this here's the Schofield
                   Kid, nephew of Pete Sothow an'...

                              THE KID
                   I seen two fellas followin' me,
                   I guessed they come to kill me.
                              (pause)
                   We didn't talk about no other fella.

                               MUNNY
                       (squatting in front of
                        The Kid, talking in
                         a persuasive tone)
                   Well, now Kid, there's two of
                   these cowboys, ain't that so?
                   Better there's three of us...
                   maybe them cowboys got friends.
                   Maybe...

                              THE KID
                   I was gonna kill them two by
                   myself.  It don't take three.

     Ned walks over to where The Kid's rifle is leaning against
     the tree and The Kid is watching nervously.

                               MUNNY
                   Now Ned's a hell of a shot with a
                   rifle.  Hell, he can hit a bird
                   in the eye flyin'.

                                NED
                       (picking up The Kid's
                               rifle)
                   Better'n you anyhow, Kid.  You
                   wasn't comin' close.

                              THE KID
                   Keep your damn hands offa that
                   rifle, Mister.

     The Kid is touching his pistol and Ned puts the rifle down,
     annoyed.

                                NED
                   I was only checkin' it for you.
                   Thought maybe somethin' was bent.

                              THE KID
                   Nothin's bent.

                                NED
                   Well, you was shootin' every
                   which way an'...

                              THE KID
                            (to Munny)
                   You gonna share your half with him?

                               MUNNY
                   Three ways, I figured.

                              THE KID
                   No.

                               MUNNY
                              (to Ned)
                   Sorry, Ned.  Guess I wasted your
                   time.  See ya, Kid!

     Munny turns to go and Ned gives The Kid a disgusted look and
     turns away.

                              THE KID
                            (to Munny)
                   You're goin' back with him?

                               MUNNY
                             (turning)
                   He's my partner.  He don't go,
                   I don't.

     Ned is mounted and Munny starts to mount too, but the mare
     is as reluctant as ever, shying and prancing while MUNNY
     hops awkwardly with one foot in the stirrup.

                              THE KID
                   What's it come to, three ways?

     Munny turns and looks at The Kid.


     EXT. OPEN COUNTRY - DAY

     The three of them riding across open country.  The Kid looks
     like he still has a thorn up his ass and the only sound is
     the creaking of saddles.

     Storm clouds are gathering behind them on the horizon.

                               MUNNY
                   Oh shit.

     And The Kid looks back but of course he can't figure out
     what it is they saw.

                              THE KID
                   What the hell are you pissin'
                   about, I'd like to know?

                               MUNNY
                           (astonished)
                   Huh?

                              THE KID
                   Well, what were you lookin' at
                   anyhow?

                               MUNNY
                   Lookin' at?

                                NED
                   Clouds, Kid.  We was lookin' at
                   them clouds on account of we got
                   a storm ridin' up our ass.

                              THE KID
                          (looking back)
                   Oh, them.
                           (petulantly)
                   Hell, I seen them.

     Ned frowns and looks at The Kid and something is bothering
     Ned.


     EXT. STREAM BED - DAY

     A dry stream bed and the three men are riding single file
     now with The Kid in the lead but Ned has been thinking and,
     trotting with his horse, he pulls alongside The Kid.

                                NED
                   You was right to change your mind,
                   Kid.

                              THE KID
                        (surly, suspicious)
                   Yeah?

                                NED
                             (proudly)
                   I'm a damn good shot.
                            (looking up)
                   See that hawk up there?  I could
                   kill that hawk with one shot.

     VIEW on the empty sky.  There isn't any hawk.

     VIEW on Munny who is right beside them is looking up and he
     doesn't see any hawk and he looks at Ned like he thought Ned
     was crazy and he frowns.

     The Kid just looks up and squints and looks ahead at the
     trail and keeps riding.

                              THE KID
                   Hell, I could hit it too if I
                   didn't mind wasting a shot.

     And Munny looks up again, amazed, because they must be
     crazy, both of them.

     And Ned reins his horse hard.

                                NED
                   There ain't no hawk up there,
                   Kid.

     And the Kid reins and turns and he locks eyes with Ned.  He
     knows he's been found out.

                                NED
                   Can't see worth a shit, can you?

     The Kid is furious, his eyes flick around and he spots
     something and he pulls out the Schofield.

                              THE KID
                   See them fucking turtles?

     VIEW ON THREE TURTLES

     Making their way up the stream bed ten yards away.

     VIEW ON THE KID

     His Schofield spitting fire and smoke BLAM, BLAM.

     VIEW ON THE TURTLE

     BLAM, the third turtle exploding and following the other two
     to oblivion.

     VIEW ON THE MEN

                               MUNNY
                            (impressed)
                   Shit.

                                NED
                    (impressed but holding back)
                   How far kin you see?

                              THE KID
                   Far enough.

                                NED
                   We ain't goin' to Nebraska on
                   no turtle hunt.  A hundred yards?

                              THE KID
                   More.

                                NED
                             (testing)
                   See that scrub oak yonder?

                              THE KID
                             (furious)
                   Fuck you.

                                NED
                             (to Munny)
                   He's blind, for Chri...

                              THE KID
                       (pointing his pistol
                              at Ned)
                   I ain't blind, you asshole.

                               MUNNY
                   Now hold on, boys, hold on.  Now,
                   Kid, you kin see fifty yards,
                   can't you?

                              THE KID
                   Bet your ass I kin see fifty yards
                   an' I kin shoot this sonofabitch...

                               MUNNY
                   Easy, Kid, easy.
                     (looking Ned in the eye)
                   Now, you hear that, Ned?  The Kid
                   can see fifty yards fine, hear?

                                NED
                        (under his breath)
                   Jesus.

                               MUNNY
                   Fifty yards ain't bad.
                     (glancing at the horizon)
                   Guess we better get along.


     EXT. SKY - DAY

     STORM CLOUDS building behind them on the horizon.


     INT. COUNTY OFFICE - NIGHT

     CLOSE ON A BOOK

     The lurid cover, "The Duke of Death" by W. W. Beauchamp.
     Little Bill is looking at the cover, his feet propped on his
     desk in the county office.  It is night and the office is
     lit with an oil lamp.

                            LITTLE BILL
                      (referring to the book)
                   Them boys look like real hard
                   cases.  Did you kill all seven of
                   'em dead, Bob... or did you just
                   wing some of 'em?

     English Bob is lying on his back on a cot in the little cell
     a few feet away.  He turns his head toward Little Bill and
     his swollen face is horrible to behold.  Of course, he
     doesn't answer except with the nasty eye.

                            LITTLE BILL
                   That is you there, ain't it, Bob?
                   The Duck of Death?

                                WW
                             (daring)
                   Uh... Duke.

     WW is in the little cell next to English Bob's.

                            LITTLE BILL
                   Oh yeah... Duke.  Well, Bob, you
                   always was hell an' Jesus with a
                   pistol... but seven of 'em, an'
                   you protectin' the lady too...
                   How'd you do it?

     English Bob just turns his malignant stare away but WW
     screws up his courage and asserts himself... sort of.

                                WW
                   Uh... It's... uh... generally
                   considered desirable in the
                   publishing business to... ah...
                   take certain license in depicting
                   the cover scene... for... ah...
                   purposes involving the... ah,
                   market place.

                            LITTLE BILL
                   Well, Mister Beauchamp... from
                   what I read of this here book,
                   I'd have to say the writin' ain't
                   a whole lot different from the
                   pitcher.

                                WW
                        (sweating, but with
                             dignity)
                   Uh... I can assure you, Mister
                   Daggett... the events described
                   within are based... on the accounts
                   of eye witnesses and...

                            LITTLE BILL
                        (opening the book)
                   Meaning the duck himself, I guess.

                                WW
                   Duke.

                            LITTLE BILL
                             (harshly)
                   Duck, I says.
                          (reading badly)
                   "You have insulted the honor of
                   this beautiful woman, Corcoran,"
                   said the duck.  "You must
                   apologize." But Two Gun Corcoran
                   would have none of it and,
                   cursing, he reached for his
                   pistols and would have killed them
                   but The Duck was faster and hot
                   lead blazed from his smoking
                   sixguns."
                        (he tosses the book
                     on the desk, disgusted)

                                WW
                          (with dignity)
                   I believe that to be an accurate
                   description of the events, sir...
                   albeit there is a certain poetry
                   to the language which...

                            LITTLE BILL
                           (standing up)
                   Well, Mister Beauchamp, I was at
                   the Blue Bottle Saloon in Wichita
                   the night English Bob killed Corky
                   Corcoran... an' I didn't see you
                   there... nor no woman, nor no
                   two-gun shooters nor nothin'
                   like that.

                                WW
                             (amazed)
                   You were there?

     WW looks to English Bob for confirmation but Bob's stare
     just gets nastier.

     Little Bill is warming to the subject though, standing in
     front of the cell.

                            LITTLE BILL
                   First off... Corky didn't carry
                   two pistols, though he should of.

                                WW
                   But he was called...

                            LITTLE BILL
                   Some folks did call Old Corky "Two
                   Gun" but not because he was
                   sportin' two pistols but because
                   he had a dick so big it was longer
                   than the barrel on that Walker
                   Colt he carried.  An' the only
                   insultin' he done was stickin'
                   that big dick of his in some
                   French Lady that Old Bob was sweet
                   on...  Well, one day Corky walked
                   into the Blue Bottle and before he
                   knows what's happening Bob takes a
                   shot at him... and misses on
                   account of he's drunker than hell.

     WW is fascinated and he looks to Bob and BOB'S eye is
     blazing and he looks back at Little Bill who is beginning to
     act out the scene.

                            LITTLE BILL
                   Well, that bullet whizzin' by
                   panicked Corky, an' he done the
                   wrong thing!  Pulled his gun in
                   such a damn hurry he shot off his
                   own toe.  Meantime, Bob aims good
                   and squeezes off another... but
                   he's so drunk he misses again an'
                   hits the thousand dollar mirror
                   behind the bar.
                   Well, now the Duck of Death is
                   good as dead 'cause this time Corky
                   does right an' aims real good, no
                   hurry...

                                WW
                          (beside himself)
                   And?

                            LITTLE BILL
                   Bam!  That Walker Colt blew up in
                   his hand...  which was a failing
                   common to that model.  Now if
                   Corky would have really had two
                   guns instead of just a big dick he
                   could have defended himself to the
                   end.

                                WW
                   You... you mean...
                         (looking at Bob)
                   English Bob killed him while...?

                            LITTLE BILL
                   Well he wasn't gonna wait for
                   Corky to grow no new hand.  He
                   walked over real close, bein'
                   drunk, an' shot him through the
                   liver.

     WW stares first at English Bob and then at Little Bill,
     appalled.


     EXT. WOODS - NIGHT

     Night in the woods and Ned fussing around with his blankets
     not far from the campfire.

                                NED
                            (irritably)
                   No sir, I did not give up robbin'
                   an' stealin' on account of I got
                   religion.  I give it up 'cause I
                   got too old for all this here
                   nature.

     Munny is lying in his blankets a few feet away, exhausted
     and dirty and not a bit interested in Ned's complaints.

                            NED (cont'd)
                   I give it up 'cause I hate
                   sleepin' out in the air...
                   fuckin' sticks in my food... an'
                   fuckin' bugs in my food... an'
                   fuckin' rocks under my back...
                        (crawling into the
                             blankets)
                   Shit, I sure do miss my fuckin'
                   bed.

                               MUNNY
                            (irritably)
                   Yeah... you said that last night.

                                NED
                   Last night I said I missed my
                   fuckin' wife...  tonight I just
                   miss my fuckin' bed.

     Lightning flashes and a horse whinnies and then the thunder
     cracks and rolls.

                               MUNNY
                   Well, I guess you're gonna miss
                   your fuckin' roof soon enough.


     EXT. BY THE HORSES - NIGHT

     The horses, shying and skittish, and The Kid is rubbing his
     face tenderly on the Morgan and whispering in a soothing
     voice.


     EXT. CAMP - NIGHT

     Munny and Ned lying near the campfire and The Kid walks up
     and starts to fix his blankets.

     He looks at Munny thoughtfully.  Something's bothering him,
     and finally he blurts it out as he climbs into his own
     blankets.

                              THE KID
                   Say, Bill.  That business in Jackson
                   County... did that really happen?
                   I mean how they say it happened?

                               MUNNY
                   What business?

                              THE KID
                    (a frown, a pause, then...)
                   An' how there was two deputies up
                   close pointin' rifles at you...
                   had you dead to rights... an' how
                   you pulled out a pistol an' blew
                   them both away to hell...  an'
                   only took a scratch yourself.
                              (pause)
                   Uncle Pete told me he never seen
                   nothin' like it, shootin' your
                   way out of a scrape like that.

                               MUNNY
                          (uncomfortable)
                   Well... I don't recollect.

                              THE KID
                       (amazed and dubious)
                   You don't recollect!

     The Kid doesn't know whether he's been rebuffed or what, but
     seeing after a moment that his conversation with Munny is
     not getting anywhere he decides to have a try at Ned.

                              THE KID
                   Say, Ned... ?

                                NED
                               (curt)
                   Yeah.

                              THE KID
                   How many men you killed?
                        (after a long pause)
                   Ain't you gonna answer?

                                NED
                   I don't like the question.

                              THE KID
                            (indignant)
                   Well, I gotta know what kind of
                   fellas I'm ridin' with, don't I?
                   In case of a scrape.

                                NED
                   How many you killed, Kid?

                              THE KID
                   Five.  I killed five of 'em.
                              (pause)
                   That counts a Mexican I killed.
                              (pause)
                   He come at me with a knife.

     There is a long pause and then a flash of lightning and a
     roll of thunder and the nervous whinnies of the horses.

                               MUNNY
                   Get some sleep, Kid.

                              THE KID
                   You boys are crotchety as a
                   couple of hens.

     Just then the rain starts and it sizzles in the campfire and
     the horses snort and Ned covers his head with his blankets.

                                NED
                   Aw shit!


     INT. COUNTY OFFICE - NIGHT

                                WW
                   Actually, then, Mister Corcoran
                   was faster on the draw than the
                   D... English Bob?

     WW is sitting at Little Bill's desk writing furiously with a
     quill pen.  It is still night and Little Bill is lounging in
     a chair and English Bob is moaning and snoring in the cell.

                            LITTLE BILL
                   Faster?  Fast was his mistake.  If
                   he hadn't of been in such a
                   goddamn hurry he would not have
                   shot off his toe with his first
                   shot and he would have killed old
                   Bob.
                            (lecturing)
                   See, son, bein' a good shot an'
                   bein' quick with a pistol... that
                   don't do no harm... but it ain't
                   much next to bein' cool.

     Little Bill pulls out his pistol very deliberately... not
     slowly, but not like a Hollywood fast draw.

                        LITTLE BILL (cont'd)
                   A man who will keep his head an'
                   not get rattled under fire... he
                   will kill you like as not.

     Little Bill is pointing his pistol, aiming.

                                WW
                   But if the other fellow is quicker
                   and fires first...

                            LITTLE BILL
                   He will be hurryin' and he will
                   miss.  That there is as fast as I
                   can pull an' aim an' hit anythin'
                   more'n ten feet away... unless
                   it's a barn.

                                WW
                   But... if he doesn't miss?

                            LITTLE BILL
                     (laughing and holstering
                            his pistol)
                   Then he will kill you.  That is
                   why there are so few dangerous men
                   like old Bob there... an' like me.
                   It ain't so easy to shoot a man
                   anyhow... an' if the sonofabitch
                   is shootin' back at you... well,
                   it'll unnerve most fellas.
                       (struck with an idea)
                   Look here, let me show you
                   somethin'.
                        (he reaches into a
                        drawer in the desk
                      and pulls out a pistol)
                   See this here pistol?

     WW looks at the pistol uneasily and over in the cell English
     Bob's one eye opens and he moves his head slightly because
     he senses something is happening.

     Little Bill holds the pistols out to WW.

                            LITTLE BILL
                   Take it.
                           (WW hesitates)
                   Go on, take a hold.

     Nervously WW accepts the gun as though it were hot.  Little
     Bill pulls some keys out of a drawer and tosses them on the
     desk.

                            LITTLE BILL
                   Them's the keys.  All you gotta do
                   is shoot me an' you an' English
                   Bob can ride out free as birds.

                                WW
                             (shaking)
                   Is... is it... loaded?

                            LITTLE BILL
                   Wouldn't be no good if it wasn't.
                   You got to cock it though.

     WW looks nervously over at English Bob and Bob's eye says
     "Do it, do it, do it."

     WW gulps and he pulls back the hammer and stands up and
     looks at Bob again and Bob is nodding "Yes, yes, do it."

                            LITTLE BILL
                   An' you got to point it.
                              (pause)
                   Go on, point it.

     Slowly, with trembling hand WW raises the gun and points it
     at Little Bill who looks calmly back at him.

                            LITTLE BILL
                   All you gotta do is pull on
                   the trigger, mister.

     WW gulps and sweat comes off his forehead and he points the
     shaking gun and Bob nods "Yes" and WW bites his lip and
     then...

     WW lowers the gun slowly.  He can't do it.  He wipes his
     forehead.

                            LITTLE BILL
                   Hot, ain't it?
                      (reaching for the gun)
                   You never even put your finger
                   on the trigger.

     Little Bill is reaching for the pistol but WW has a
     frightening idea and instead of giving up the pistol he
     steps backward toward the cell.

                                WW
                   What if... what if I gave it to...
                   him.
                      (and he indicates Bob)

     Little Bill's eyes narrow like slits and tension fills the
     air.

                            LITTLE BILL
                   Go ahead... give it to him.

     English Bob's eye lights up in anticipation and he tries
     to get up on one elbow.

                                WW
                             (gulping)
                   R-r-r-really?  You r-r-really
                   w-w-want...?

                            LITTLE BILL
                            (like ice)
                   Give it to him.

     English Bob is sitting up and reaching for the gun and his
     eye is on Little Bill and WW reaches out with a shaking hand
     and ENGLISH BOB'S hand just touches the gun and...

     Little Bill drops his right hand to his own gun and grips
     the butt and...

     ENGLISH BOB hesitates, his gaze locked with LITTLE BILL'S
     and the two men eye each other.  Then, furious, ENGLISH BOB
     withdraws his hand... empty.

                            LITTLE BILL
                            (grinning)
                   Guess he don't want it, Mister
                   Beauchamp.

     Little Bill accepts the pistol from the trembling WW and,
     looking straight into ENGLISH BOB'S angry eye, LITTLE BILL
     ejects five cartridges from the chambers of the pistol.

                            LITTLE BILL
                   You was right not to take it, Bob.
                   I would of killed you.

     WW collapses into a chair and wipes sweat from his brow.

                      LITTLE BILL'S VOICE o.s.
                   We could use some rain, eh, Mister
                   Beauchamp?


     EXT. CAMP - DAY

     BARRRRROOM!  THUNDER, LIGHTNING, RAIN IN SHEETS and the
     Albino mare rearing and screaming and Munny landing in the
     mud.

                               MUNNY
                   You fucking no-good goddamn shit-
                   faced pig fucking dirty whore.

     It is daylight but the rain is so thick you can't see more
     than five feet and Munny crawls up out of the mud wearing a
     slicker and looking like hell, already full of remorse for
     his outburst.

     Ned rides up out of the rain leading Munny's horse and Munny
     tries to mount again.

                               MUNNY
                   I didn't mean it, old gal.

     The Albino rears but Ned is helping and he holds the horse
     and then grabs the seat of Munny's muddy pants and half
     shoves him into the saddle.

     Up ahead, barely visible in the rain, The Kid is holding
     back his horse impatiently.

                              THE KID
                   Let's go.


     EXT. OPEN COUNTRY - DAY

     A LITTLE LATER.  RAIN.  Ned and Munny riding side by side
     through the downpour and The Kid twenty yards ahead, barely
     visible.  Munny looks like shit and Ned looks at him with
     concern, deliberates, then reaches into his saddle bag and
     pulls out a bottle of whiskey and offers it.

                                NED
                   I brung this for when we had to
                   kill them fellows.
                       (Munny glances at it
                          and looks away)
                   I guess we could use some now.

                               MUNNY
                   Not for me.  I don't touch it no
                   more.

                                NED
                           (exasperated)
                   God damn it, Bill, it's rainin'.

                               MUNNY
                   I know it's rainin',
                          (looking ahead)
                   Give the Kid a drink, why dontcha?

     Ned takes a long pull on the bottle, re-corks it and puts it
     in his saddle bag.  He looks sympathetically at his friend
     hunched unhappily in his saddle.

                                NED
                   You think the Kid really killed
                   five men?

     Munny just shrugs and looks back at the trail and keeps
     riding.

                               MUNNY
                          (after a while)
                   No.

                                NED
                   What he was talkin' about... how
                   them deputies had the drop on you
                   an' Pete...

                               MUNNY
                   Yeah?

                                NED
                   I remember how there was three of
                   them deputies you shot... not two.

                               MUNNY
                          (dismissing it)
                   Well, I ain't like that no more,
                   Ned.  I ain't no crazy, killin'
                   fool.

                                NED
                          (after a while)
                   You still think it'll be easy
                   shootin' them cowboys?

     Munny shrugs and looks straight ahead into the rain.  Of
     course, it won't be easy... and they both know it.

                               MUNNY
                   If we don't drown first.


     EXT. MAIN STREET - DAY

     A blazing hot day and English Bob's battered face staring
     out of the mud wagon which is being loaded up by Chandler.
     In the distance the train whistle toots eagerly.

                            LITTLE BILL
                           (to Chandler)
                   Give them keys to the conductor
                   and tell him he can loose the
                   cuffs off of Bob soon as he's out
                   of the county.

     Little Bill is standing beside the mud wagon and WW is
     standing next to him and a little knot of onlookers forms a
     semi circle.

                            ENGLISH BOB
                      (talking through closed
                               teeth)
                   Mmmm pistols.

                            LITTLE BILL
                   Oh yeah.

     Little Bill unwraps a cloth and produces the ivory-handled
     peacemakers... smashed and hopelessly bent.  And he gives
     them to Bob and looks him in his one furious eye.

                            LITTLE BILL
                   I guess you know, Bob, how if I
                   see you again I'll just start
                   shootin' right off an' figure
                   it's self-defense.

     That's fine with English Bob.  He glares back and the two
     men understand each other perfectly and then Chandler whips
     the horses and the wagon starts to roll.

                            LITTLE BILL
                   I ain't stealin' your biographer,
                   Bob.  Stayin' on was his idea.

     And WW stands there beside Little Bill and gives Bob a shit-
     eating look and English Bob just glares and rolls away.


     EXT. MAIN STREET - MOMENTS LATER

     As the mud wagon rattles down the dusty street English Bob
     sticks his horrid swollen face out the window and screams
     insanely:

                            ENGLISH BOB
                   A plague on you!  A plague on the
                   whole stinking lot of you!  You're
                   uncivilized vermin, without laws
                   or morals!  You're worthless
                   savages!  I curse you!  You're
                   cursed!  Cursed!

     The whores, fanning themselves on Greeley's porch, stare
     dumbfounded as the madman rolls by raving.  Then he's gone.
     All that remains is the sound of his ranting, diminishing in
     the distance and a cloud of dust settling on the hot street.

     Sitting next to Faith on the porch, Alice fans herself
     grimly.

                               ALICE
                   Nobody's gonna come.

                               FAITH
                   Huh?

                               ALICE
                   After what Little Bill done to
                   the Englishman.

     Skinny steps out the door and blinks in the dazzling light
     and wipes his face.

                               SKINNY
                   Delilah, them tables ain't clean.
                   Can't you get 'em clean?

     Delilah gets up and goes in, angrily brushing past Skinny in
     the doorway.

                               SKINNY
                            (after her)
                   Well, if you'd cover up your face,
                   maybe somebody'd want to fuck with
                   you an' you wouldn't have to do
                   all the cleanin'.
                          (to the others)
                   Whaddaya call them things that
                   cover the face?

                               FAITH
                      (looking straight ahead)
                   A veil.

                               SKINNY
                   Yeah, a veil.  Christ it's hot.

     There is a distant roll of thunder and Skinny looks off at
     the Southern horizon where storm clouds are gathering.

                               ALICE
                            (listlessly)
                   Rain's coming.

                               SKINNY
                           (emphatically)
                   Thank God.


     EXT. TRAIN TRACKS - DAY

     THUNDER AND LIGHTNING and the train chugging through the
     storm.  A second flash of lightning reveals three drenched
     riders near the tracks and one of them is having trouble
     controlling his white horse.

     Of course it is Munny and as he tries to hold the shying
     mare a flash of lightning lights up a passing railroad coach
     and Munny gets just a glimpse of a strange battered face in
     the window.

     The Kid is handing the whiskey bottle back to Ned and Ned
     offers it to Munny again.

                                NED
                   You sure, Bill?

     And Munny just shakes his head and wipes rain from his eyes.


     EXT. SOUTH ROAD - NIGHT

     NIGHT AND RAIN and The Kid is chuckling drunkenly and
     handing the bottle back to Ned who looks at it and tilts it
     way back.  They are riding along the South road in the dark.

                              THE KID
                           (cheerfully)
                   I left you some... about a drop.

     Munny is hunched in his saddle, shivering, his teeth
     chattering.

                                NED
                   You alright, Bill?

     Munny doesn't look alright.  He looks like shit... looks
     sick.  He doesn't answer and Ned looks worried and takes the
     last drops from the bottle and tosses it in the road near
     the ordinance sign which is too dark to read.


     INT. ALICE'S ROOM - NIGHT

     Alice's room at night, the sound of rain beating hard on the
     roof.  Alice is playing cards with Silky and Faith when
     Little Sue sticks her head in the door.

                             LITTLE SUE
                   A fella's askin' for you, Alice.

                               ALICE
                   Tonight?  You ain't joshin'?

                             LITTLE SUE
                        (looking behind her)
                   This way, mister.

     Silky and Faith pick up the cards to leave.

                               ALICE
                   Must be randy as hell to come
                   out in this shit.

     And then they look up because a water soaked young man with
     very few front teeth and a ragged stubble is standing in the
     doorway squinting.  It is the Kid.


     INT. LITTLE BILL'S HOUSE - DAY

     DRIP DRIP DRIP.  A chamber pot on the floor of Little Bill's
     house collecting water from a leak in the roof and Little
     Bill is walking about in stocking feet, making a speech.

                            LITTLE BILL
                   "No," he says, "you are wrong
                   Little Bill.  That there is no
                   Curly J but a bobbed J."  He
                   had worked it over, you see?

     WW Beauchamp is sitting in a chair scratching frantic notes
     with a quill pen... and a splotch of water hits the paper
     and he glances up because there is a new leak.

                            LITTLE BILL
                      (continuing, oblivious)
                   "Jim," I says, "You are a liar and
                   a horsethief."  Now -- when he
                   seen them others wasn't gonna help
                   him none -- he started in to
                   cryin' and sobbin' and sayin'...
                            (mimicking)
                   "Don't kill me, Little Bill,
                   don't kill me, please don't
                   kill me."

     WW is trying to write and trying to slide away from the leak
     without interrupting Little Bill who is delighting in his
     own narration, oblivious to the new leak.

                            LITTLE BILL
                        (in his own voice)
                   "Well, Jim," I says, "it makes me
                   sick to see a man struttin' around
                   and packin' two pistols an' a Henry
                   rifle and cryin' like a baby."

                                WW
                   Did you... kill him?

                            LITTLE BILL
                   No,... but I can't abide them
                   kind... an' you will find a lot of
                   them in the saloons... tramps an'
                   drunk teamsters an' crazy
                   miners... sportin' pistols like
                   they was bad men, but not having
                   no sand nor character... not even
                   bad character.

     WW is really getting wet and he is moving the chair.

                            LITTLE BILL
                         (on his own wave
                              length)
                   I do not like assassins an' men
                   of low character like your friend
                   English Bob... but Bob ain't no
                   coward who will cry to your face
                   an' then...

                                WW
                   Uh... Sheriff... Uh...

                            LITTLE BILL
                   Huh?  Oh.
                        (looking up sadly)
                   Another one, huh?  Shit, I guess
                   I'm clean out of receptacles.

                                WW
                        (trying a joke with
                              effort)
                   Maybe you should... hang the
                   carpenter.

                            LITTLE BILL
                          (jaw dropping)
                   What?

                                WW
                             (uneasy)
                   Uh... hang the... uh...
                   carpenter.  I...

     There is a sudden loud knocking on the door and Bill turns
     and goes to the door.

                            LITTLE BILL
                   On a night like this?  What
                   the hell?

     Opening the door he reveals Charlie Hecker, wearing a
     slicker and shedding water like a waterfall.

                              CHARLEY
                   Three seedy lookin' fellas come
                   inta town, Bill.  They're down
                   to Greely's an' at least two of
                   'em got guns.


     INT. BAR ROOM - NIGHT

     CLOSE on the whiskey bottle and Ned is pouring the bright
     liquid into his glass and Munny is mesmerized by the
     dazzling highlights.  The two of them are sitting at a table
     in Greely's smokey, dimly lit bar room and the rain is
     beating on the roof and there is a checker game at a table
     fifteen feet away attended by Germany Joe Schultz, Tom
     Luckinbill, a farmer, Eggs Anderson, the local restauranteur
     and Paddy McGee the cooper.  All of them are sneaking
     occasional, furtive glances at the strangers, as is Fatty
     who is talking to Skinny at the bar.

                                NED
                   ...in hell's takin' The Kid so
                   long?  You suppose he...
                           (seeing Munny)
                   Jesus, Bill you look like shit.

     Munny looks dazed and shakes his head to clear it.

                               MUNNY
                   You... you remember Eagle
                   Hendershot?

                                NED
                             (startled)
                   Huh?  Uh... yeah.

                               MUNNY
                   I seen him.

                                NED
                   He's dead, Bill.

                               MUNNY
                   His head was all busted open
                   so's you could see the inside.

                                NED
                   Jesus, Bill, you got fever.
                   Take a drink, will you?

                               MUNNY
                          (ignoring Ned)
                   Worms was comin' out.

                                NED
                           (getting up)
                   Listen, Bill, I'm gonna see what's
                   takin' The Kid so long.  Must be
                   he's gettin' an advance offa them
                   sportin' ladies.

     Ned starts for the back room, then stops and goes back.

                                NED
                   Say, Bill... If I was to... take
                   a little while myself... I guess
                   you... I guess you...  I guess
                   you don't want to come?

     Munny shakes his head "no" and, as Ned departs for the
     Billiard Room, Munny stares vacantly at the whiskey bottle.

                     LITTLE BILL'S VOICE o.s.
                   ... me your pistol, mister.

                               MUNNY
                      (looking up, startled)
                   Huh?

     The big man in the dripping slicker is standing only ten
     feet away... Little Bill.  And Little Bill is looking at
     him.  Munny can feel everybody in the room staring at him.

                            LITTLE BILL
                   I says, "You'll want to give
                   over your pistol."

     Munny can see Charley moving slowly along the wall on the
     left for position... and Fatty is over on the right, Skinny
     beside him... and WW is by the door shifting nervously and
     the checker players are frozen in their seats and Munny can
     feel them all... watching him.

                               MUNNY
                   Uh, no.  No, I ain't drunk.

                            LITTLE BILL
                         (almost friendly)
                   Ordinance says you got to turn in
                   your firearms to the County
                   office day or night. I guess you
                   didn't read it with the weather
                   an' all.

                               MUNNY
                            (nervously)
                   Well... uh... I... I ain't got
                   no, uh, firearms.

                            LITTLE BILL
                      (not friendly any more)
                   Them friends of yours in the
                   back, they carryin' pistols?

                               MUNNY
                   I... dunno.  I mean, I guess not.
                   No, they ain't carryin' no guns.

                            LITTLE BILL
                   You're spillin' your whiskey,
                   mister.

                               MUNNY
                   Like I said, I...

                            LITTLE BILL
                   What's your name?

                               MUNNY
                   Uh, William... uh... Hendershot.

     Little Sue looks timidly in from the Billiard Room, bites
     her lip, and retreats quickly.

                            LITTLE BILL
                   Well, Mister Hendershot, if I was
                   to call you a no good sonofabitch
                   an' a liar, an' if I was to say
                   you shit in your pants on account
                   of a cowardly soul... well, I
                   guess then, you would show me your
                   pistol right quick an' shoot me
                   dead, ain't that so?

                               MUNNY
                             (trapped)
                   I... I guess I might... but like
                   I said, I ain't armed.

     Little Bill pulls out his pistol and points it at Munny and
     makes a little motion with the barrel that means "get up"
     and Munny gets up.

     Little Bill steps close to him and reaches out with his left
     hand and opens Munny's coat revealing the Starr tucked in
     his belt.

                            LITTLE BILL
                   I guess you just carry it for
                   snakes an' such.

                               MUNNY
                   Uh... yeah.  Yeah.

                            LITTLE BILL
                              (cold)
                   There ain't no snakes in here,
                   Mister Hendershot.

                               MUNNY
                   Well, uh... it ain't loaded.

     Little Bill takes the pistol out of Munny's belt and slowly
     and deliberately ejects five cartridges and he looks at
     Munny who is sweating and Munny just wants a way out.

                               MUNNY
                   Well, the powder's wet an...

     WHACK!  Little Bill brings the muzzle of the gun across
     Munny's temple and blood flows and Munny goes to one knee
     and Little Bill kicks him hard, WHUMP!

                            LITTLE BILL
                          (turning to WW)
                   Mister Beauchamp, this here is
                   the sort of trash I was speakin'
                   of.

     Munny is struggling to his feet and staggering weak-kneed to
     the table where he grabs the whiskey bottle and breaks it
     off and turns groggily to face Little Bill.

     Little Bill, unperturbed, advances on him and when Munny
     strikes desperately with the bottle, Little Bill blocks his
     blow easily and slams him hard with the muzzle of the pistol
     and Munny goes down again.

                            LITTLE BILL
                              (to WW)
                   You will find these kind in the
                   saloons of your prosperous
                   communities.
                      (WHUMP, he kicks Munny)
                   But you will not find none of
                   them in Big Whiskey.

     Munny is on the floor on all fours, trying gamely to get up.


     EXT. ALICE'S ROOM - NIGHT

     Ned pushing The Kid out the window of Alice's room and The
     Kid isn't fully dressed and neither is Ned but he pushes him
     frantically into the rainy night anyway and Alice is urging
     them on and Little Sue looks ready to wet her pants.

                               ALICE
                             (to Ned)
                   Hurry.
                          (to Little Sue)
                   You know what to say to Little Bill?

     Little Sue nods "yes" but she is speechless with terror and
     Alice hands Ned's boots out the window to him.


     EXT. ALICE'S WINDOW - NIGHT

     Outside the window, NIGHT, RAIN, and Ned and The Kid trying
     to get dressed in the mud and Alice sticks her head out the
     window.

                               ALICE
                   You got to look sharp for that
                   old oak.  You miss the oak an'
                   you ain't gonna find it.

                                NED
                           (to The Kid)
                   Never mind your shirt, get them
                   boots on.

     Ned is trying to get his own boots on and he goes down on
     his ass in the mud.

                               ALICE
                   The roof ain't much but...

                              THE KID
                   What about Bill?  What we gonna
                   do about...

                                NED
                   Come on, Kid.  I hope them horses
                   is still there.


     INT. BAR ROOM - NIGHT

     Munny crawling along the floor of the bar room, covered with
     blood, heading for the door.

                            LITTLE BILL
                   Let the man out, WW.  He is
                   desiring to leave the hospitality
                   of Big Whiskey behind him.

     Munny is crawling past WW's legs and WW looks down at the
     miserable semi-conscious creature and he sees clearly the
     left hand and the three fingers as they fight for traction
     and then WW steps to the door and opens it and Munny crawls
     into the rain and the night.


     INT. ALICE'S ROOM - NIGHT

     SLAP!  Alice gets Little Bill's big hand across the face.

                              SKINNY
                   Easy, Little Bill, she's gotta
                   work, she's gotta turn a dollar
                   a time.

     Little Bill glares at Skinny.  They are in Alice's room and
     Charley is there and Little Sue and WW and it is pretty
     crowded.

                            LITTLE BILL
                             (to Alice)
                   If they was just here for the
                   fuckin', how come they lit out
                   the back window?

                               ALICE
                             (defiant)
                   On account of they seen you was
                   beatin' on their friend.

                             LITTLE SUE
                             (bravely)
                   Th-th-they just c-c-come for the
                   b-b-billiards, Little Bill, honest.

                            LITTLE BILL
                             (snorting)
                   Billiards!
                          (to Little Sue)
                   An' they was just passin' through?

                             LITTLE SUE
                   Th-th-they was g-g-goin to F-f-fort
                   B-b-buford t-t-to...

                               ALICE
                              (nasty)
                   You just kicked the shit out of
                   a innocent man, you big asshole.

                            LITTLE BILL
                   Innocent of what?


     EXT. SOUTH END OF TOWN - NIGHT

     The south end of town, NIGHT, RAIN and the Albino mare
     walking aimlessly with Munny slumped in the saddle and then
     two riders come from between two shadowy buildings and it is
     The Kid and Ned and they come alongside Munny, one on each
     side of him and Ned lifts his slumped head up and looks at
     the battered face and winces and says with his eyes what The
     Kid says with his tongue.

                              THE KID
                   Oh, Jesus.  Oh, Jesus.


     INT. SHED - NIGHT

     CANDLELIGHT, Ned and The Kid, and Ned is sewing Munny's face
     with a needle and thread.

                                NED
                   Hold him, dammit.

     It is some sort of straw-filled shed and they have stuck a
     candle on a board.

                              THE KID
                             (sickened)
                   Jesus.
                              (pause)
                   You done this before?

                                NED
                             (working)
                   Plenty of times.

     Munny is only semi-conscious and The Kid is holding his face
     still.

                              THE KID
                   His pistol must of jammed.

                                NED
                   Move the candle closer, I can't see.

                              THE KID
                   He wouldn't of took no beating like
                   that if it hadn't of jammed.  He
                   wouldn't just give it over an' not
                   shoot no one.


     INT. SHED - DAY

     DAYLIGHT in the shed and Munny's face, waxy yellow, crude
     stitching, hideous swelling eyes vacant, breathing heavy.

     He is lying in the straw and The Kid is looking down at him
     with distaste.  The Kid is only partly dressed.

                              THE KID
                   He don't look so good.

     The sound of the rain is different: it's still coming but it
     isn't a storm any more.  The shed is an irregular shelter
     because one wall and various parts of the roof have
     collapsed and the woods outside are clearly visible.

     Silky is sitting on some straw straightening her clothes and
     Ned and Alice are climbing out of a corner where they have
     obviously been at it and are in various states of dress.

                              THE KID
                             (to Alice)
                   He didn't even pull his pistol, huh?

                                NED
                            (irritated)
                   He ain't as tough as you, Kid.

                              THE KID
                   Well, I guess I woulda at least
                   pulled my pistol an...

                                NED
                   Shit, Kid, you pulled your
                   pistol... right outta the lady
                   an' out the back window.

                              THE KID
                   That was your idea, I wanted to...

                               SILKY
                      (getting up and smooth-
                            ing herself)
                   We gotta go.

                              THE KID
                   Huh?  Already?  Hey, I'm near
                   ready for another advance.

                               SILKY
                   You're gonna use it all up before
                   you get it.

                               ALICE
                          (about to leave)
                   No more advances on what you
                   ain't done yet.

                              THE KID
                   Well, we're just waitin' on the
                   weather.  If the weather breaks
                   tomorrow we could...

                                NED
                             (to Alice)
                   We're gonna need more food... at
                   least three days worth...

                              THE KID
                   Three days?  We could kill 'em
                   tomorrow.

                                NED
                          (a sharp look at
                              The Kid)
                   I don't kill nobody without him.
                         (indicating Munny)

                              THE KID
                            (frustrated)
                   We don't need him.  The two of
                   us could do it.

     The horses are partly under the roof and Alice and Silky are
     leading theirs out and nobody is paying attention to The
     Kid.

                              THE KID
                            (petulantly)
                   He ain't nothin' but a broken
                   down pig farmer.

                               ALICE
                       (mounting her horse,
                              to Ned)
                   One of us'll bring food in the
                   morning.  I guess you'll want
                   some whiskey.

                                NED
                   An' medicine if you got it...

     The Kid walks over to the edge of the broken wall and from
     the other corner Munny moans loudly and then screams.

                               MUNNY
                   Ohhhhh, ooohhhh no.  No, I
                   didn't do nothin'.

     Ned hurries over to Munny and The Kid is left there with the
     two Whores who are both mounted now and The Kid is
     embarrassed.

                              THE KID
                   Don't it make you sick, hearin'
                   him like that?
                      (The Whores turn their
                              horses)
                   Don't you ladies worry none...
                   Me an' Ned, we'll kill those
                   two fuckers.

     And The Kid has picked up two pieces of paper that the
     whores gave them earlier and they are charcoal sketches, one
     of Davey Bunting and the other of Quick Mike and they are
     pretty fair likenesses.


     INT. SHED - NIGHT

     CLOSE on a lantern hanging from a beam in the shed and it is
     night again and the rain has stopped though you can still
     hear water dripping from the eaves.

                              THE KID
                   It was a lot of shit what my
                   uncle told me, huh?

     They are playing cards on the straw floor, Ned and The Kid
     and Ned doesn't look up from his cards.

                                NED
                   Depends what he told you.
                              (pause)
                   About Bill, you mean?

                              THE KID
                   All of it.  About him, an' you
                   an' Uncle Pete... about robbin'
                   the Rock Island Pacific... an'
                   about them Missouri Banks.

                                NED
                   We done that stuff.

                              THE KID
                   Well I guess Bill Munny wasn't
                   no fearless killer an' bank
                   robber like he said.

     In the other corner of the room Munny gives a loud moan and
     both men look at him and then back to their cards.

                                NED
                   Kid, it ain't gonna mean nothin'
                   to you, but the roof I built on
                   my house, it don't have a leak
                   in it... not one.
                     (The Kid looks perplexed)
                   Most folks think a school house
                   is the first sign of civilizin'...
                   but I say it's a good roof.

     Well, that amazes The Kid, being stuck here with these train
     robber-bad men and now this shit about roofs and he just
     stares.

                         MUNNY'S VOICE o.s.
                   Claudia... No... Oh, Jesus,
                   Claudia, ohh...

     Ned gets up and takes the lantern over to where Munny is
     lying and kneels beside him.  Munny looks ghastly, at
     death's door.

                                NED
                   Claudia... ain't here, Bill.

                               MUNNY
                             (reaching)
                   Ned... Is that you, Ned?
                        (holding Ned's arm)
                   Ned, I seen... death.

                                NED
                   Easy, Bill.

                               MUNNY
                   I seen the angel of death Ned,
                   an' I seen the river.
                             (panicked)
                   He's a snake, he got... snake eyes.

                                NED
                   Who, Bill?  Who got snake eyes?

                               MUNNY
                   The angel... the angel of death.
                   I'm scared, Ned.  Ned, I'm gonna
                   die.

                                NED
                   Easy, Bill, easy.

     The Kid has walked over and is watching and it fascinates
     and scares him and he watches and swallows hard.

                               MUNNY
                   I seen her... I seen Claudia too...

                                NED
                             (soothing)
                   Well, that's good now, ain't
                   it, Bill?  Seein' Claudia an...?

                               MUNNY
                   She was all covered with worms.
                   Oh, Ned, I'm scared of dyin'...

     The Kid can't takes any more and he turns and walks away and
     Ned tries to comfort Munny and Munny grabs him and pulls him
     close.

                               MUNNY
                   Ned... don't tell nobody... don't
                   tell the kids... don't tell 'em
                   none of... none of the things I
                   done.

     And Ned has tears in his eyes and Munny's eyes are staring
     and he is seeing something horrible and we


     EXT. SHED - DAY

     A VISION, DAYLIGHT and the horse horribly bloody, screaming
     silently in agony while the sound is the sound of night and
     the shed and the rain dripping but that doesn't diminish the
     agony of the bloody animal as the whip falls on the head and
     the eyes and we see the YOUNG MAN cruelly wielding the whip.

     It is Munny fifteen years earlier and it is a picture of
     unbelievable cruelty and viciousness... because that is what
     he was like and what he remembers.


     INT. SHED - NIGHT

     NIGHT in the shed, a little moonlight coming in through the
     open wall.  The lantern is out and the sound is the sound of
     Munny's labored breathing and Ned and The Kid are in their
     blankets.

                              THE KID
                   He's gonna die, ain't he?

                                NED
                   Maybe.

                              THE KID
                   Well, suppose he does?

                                NED
                          (after a pause)
                   We'll bury him.

                              THE KID
                   That ain't what I mean.

                                NED
                   You mean, am I gonna help you
                   kill them cowboys?

                              THE KID
                   I can't spot 'em myself but you
                   could.  That red-haired one, you
                   could spot a half-mile off, I bet.

                                NED
                   An' if I spot 'em?

                              THE KID
                   I'll ride up close an' shoot 'em!

                                NED
                   Just like that?

                              THE KID
                   I told you I'm a damn killer.
                   I done it before.
                       (pause, you can hear
                         Munny breathing)
                   I'm more killer than him.

                                NED
                   Yeah?

                              THE KID
                   Hell, yeah.


     INT. SHED - DAY

     DAYLIGHT and the cut-whore's face.  Delilah is leaning over
     Munny wiping his brow.  He is lying in the straw looking up
     at her and he looks like shit... his face ghastly pale and
     stubbled and covered with horrible cuts and bad stitching...
     but his eyes are clear.

                               MUNNY
                   I thought... you was an angel.

                              DELILAH
                     (embarrassed, getting up)
                   You ain't dead.

     Delilah goes over to her horse and gets some packages out of
     the saddle bags.  Munny tries to sit up weakly.

                               MUNNY
                   Some big guy beat the shit out
                   of me.
                      (feeling his sore face)
                   I guess I must look a lot like
                   you, huh?

                              DELILAH
                           (angry, hurt)
                   You don't look nothin' like me,
                   mister.

                               MUNNY
                   I didn't mean no offense.
                        (she doesn't answer)
                   I guess you're the one them
                   cowboys cut up.
                            (no answer)
                   Ned an' The Kid, my partners,
                   are they... ?

                              DELILAH
                              (coldly)
                   They went out scouting when they
                   saw your fever broke.

                               MUNNY
                   Scouting?

                              DELILAH
                   On the Bar T... looking for... them.

                               MUNNY
                   Oh.  How long I been here?

                              DELILAH
                            (still cold)
                   Three days.  Are you hungry?

                               MUNNY
                   Three days?  I must be.


     EXT. WOODS NEAR SHED - DAY

     CLOSE on robins, four of them in the woods near the shed and
     Munny is watching them where he sits wolfing chicken
     hungrily, his back against the shed.  Delilah is watching
     him eat.

                               MUNNY
                   I thought I was gone.  See them
                   birds?  Most times I wouldn't
                   even notice them birds much.  But
                   I'm noticin' 'em real good 'cause
                   I thought I was dead.

                              DELILAH
                   I brought your hat.  You... left
                   it down at Greely's.

                               MUNNY
                   That big guy lookin' for me?

     As he looks over at her Munny's eye falls briefly on her
     exposed ankle and Delilah feels the look.

                              DELILAH
                   Little Bill?  He thinks you
                   went North.

     Munny can't help it and his eye flicks back to the ankle.

                              DELILAH
                   Are you really going to kill
                   them?

                               MUNNY
                        (unenthusiastically)
                   Yeah, I guess.
                             (suddenly)
                   There's still a payment, ain't
                   there?

     She nods and she moves so that more ankle is showing, but
     Munny's eye is drawn to her breasts as she moves, then he
     looks away quickly, guiltily and they sit there silently
     until...

                              DELILAH
                   Them other two, they been takin'
                   advances on the payment.

                               MUNNY
                   Advances?

     He can't help looking at her body and she knows it.

                              DELILAH
                              (shyly)
                   Free ones.

     Her body is getting to him.

                               MUNNY
                             (stupidly)
                   Free ones?

                              DELILAH
                   Alice an' Silky gave them...
                   free ones.

                               MUNNY
                          (understanding,
                            embarrassed)
                   Oh.  Yeah.

                              DELILAH
                            (shy, timid)
                   You want... a free one.

                               MUNNY
                           (looking away,
                            embarrassed)
                   Me?  No.  No, I guess not.

     And Delilah is hurt... crushed.  She gets up and covers it
     by picking up the remains of the chicken and Munny is too
     embarrassed to look at her.

                              DELILAH
                        (covering her hurt)
                   I didn't mean... with me.  Alice
                   and Silky, they'll give you
                   one... if you want.

                               MUNNY
                   I... I guess not.
                       (unusually perceptive
                             suddenly)
                   I didn't mean I didn't want one
                   'cause of you bein' cut up.  I
                   didn't mean that.

     Delilah keeps her back to him.

                               MUNNY
                         (trying to get up)
                   It ain't that at all.  You're a
                   beautiful woman.  What I said
                   before, how I might look like you
                   ... I didn't mean you was ugly
                   like me, hell no... I only meant
                   how we both had scars.

     He is standing weakly, supporting himself on the wall and
     his speech is so sincere and Delilah wants to believe it.

                               MUNNY
                   You're a beautiful woman an'...
                   if I was to want a free one, I
                   guess I'd want you more than them
                   others.  It ain't... See... I
                   can't have no free one on account
                   of my wife...

                              DELILAH
                   Your wife?

                               MUNNY
                   Yeah.  See?

                              DELILAH
                          (after a pause)
                   I admire that, you being true to
                   your wife.  I've seen a lot of...
                   of men... who weren't.

                               MUNNY
                     (pleased and embarrassed)
                   Yeah, I guess.

                              DELILAH
                   She back in Kansas?

                               MUNNY
                   Uh... yeah.  Yeah.  She's uh...
                   watchin' over the little ones.

     And Munny gives her what for him is his best social smile...
     sort of like a pig strangling.


     EXT. BOX CANYON - DAY

     VIEW on the BAWLING CALF and the red hot iron coming out of
     the fire.  It is midday in the box canyon and the four
     cowboys, Texas Slim, Johnny Foley, Lippy Macgregor and Davey
     Bunting are branding strays and Johnny has the calf down
     ready for the pigging string but the calf kicks loose and
     knocks Johnny into the fire and the other three cowboys are
     guffawing, their sweaty faces full of the camaraderie of
     hardworking men who might get irritable by the end of the
     day but not yet.  And then like a flash, still laughing,
     young Davey is on his paint and riding like hell after the
     stray and it is beautiful to watch because he and the paint
     are like one.

     CRACK!  A rifle shot and the pony does a violent somersault
     and Davey goes over in a spray of dirt and fifty yards away
     Texas Slim, Lippy and Johnny stare in frozen horror.

     The downed pony spurts blood from his nostrils, and Davey's
     right leg is pinned under the dying paint's flank and they
     are maybe fifteen yards from the edge of the canyon and
     Davey's first thought is the pony.

                               DAVEY
                   Oh, Jesus, fella...
                             (shouting)
                   Boys, my pony's hurt...

     And turning he sees the three cowboys standing fifty yards
     away, frozen in their tracks.

                               DAVEY
                   Boys...

     And they suddenly turn and run away toward some rocks and it
     is only then that the terror hits Davey and in a sudden
     panic he tries to get free of the horse.

                               DAVEY
                   Oh, Jesus, boys, my leg's broke.
                   I'm pinned, boys.


     EXT. BOULDERS - DAY

     VIEW on Ned, his face covered with sweat, the Spencer
     against his cheek and he is crouched among some boulders up
     the canyon wall about three hundred yards from Davey and
     Munny is looking over Ned's shoulder and The Kid is trying
     to see, too, squinting desperately, but he can't see shit.

                               MUNNY
                   Finish him, Ned.

                              THE KID
                   He ain't dead?  You didn't get him?

                               MUNNY
                   (to the Kid, without turning)
                   He got the boy's horse.

     Looking down the barrel of the rifle Ned can see Davey
     struggling frantically to get free of the horse and it is an
     easy shot and Ned is sweating, his hand is shaking and he
     can hear Munny's voice.

                        MUNNY'S VOICE o.s.
                   Better get him 'fore he gets
                   clear of the horse, Ned.

     And Ned is shaking and CRACK, he fires.


     EXT. BOX CANYON - DAY

     VIEW on Davey and dust kicking up a foot away and the extra
     terror gives him the strength to pull free of the horse.

                        JOHNNY'S VOICE o.s.
                        (distant, shouting)
                   Assassin assholes.  You dirty asshole
                   sonsabitches.


     EXT. BOULDERS - DAY

     Munny and Ned and The Kid and Ned is shaking.

                              THE KID
                   Did you kill him?

                               MUNNY
                   He's clear of the horse, Ned.
                   Better get him.


     EXT. BOX CANYON - DAY

     VIEW on Davey and he is crawling clear of the horse but his
     leg is broken and it's hard and he looks toward the rocks
     where his friends are hiding sixty yards away.

                         TEXAS SLIM'S VOICE
                         (from behind rock)
                   Behind you, Davey.  Go for them
                   rocks behind you.

     And turning, Davey can see a couple of boulders only fifteen
     yards away that will provide cover.


     EXT. BOULDERS - DAY

     Ned aiming and shaking.

                              THE KID
                   What happened?  He ain't dead?
                   What's goin' on?

                               MUNNY
                              (to Ned)
                   If he gets behind them rocks we
                   ain't gonna get him... not
                   without we go down there.

                              THE KID
                   What rocks?  Why don't you shoot?
                   What's goin' on?

                        JOHNNY'S VOICE o.s.
                   Fuckin' bushwhackin' assholes.

     And looking down the barrel Ned can see Davey crawling for
     the rocks and it is an easy shot and he can't do it and he
     looks up at Munny and the agony in his eyes says it all.

                              THE KID
                   Ain't you gonna shoot?  Is he
                   dead?

     Munny grabs the rifle and Ned moves aside and slumps against
     a rock and Munny looks down the barrel and aims.

                               MUNNY
                   I ain't much of a shot.


     EXT. BOX CANYON - DAY

     Davey crawling and CRACK!  The dust kicks up eight feet
     away.  He is ten yards from the boulders and it is agony to
     crawl.

                         LIPPY'S VOICE o.s.
                   Keep goin', Davey boy.

     CRACK!  Dust puffs up three feet from Davey's head.


     EXT. BOULDERS - DAY

     Munny, the rifle at his cheek and The Kid leaning
     frantically over his shoulder, trying to see.

                               MUNNY
                   Shit!

                              THE KID
                   What happened, did you hit him?

     BANG!  BANG!  Pistol shots from below and the bullets
     ping harmlessly among the rocks.

                              THE KID
                   They're shootin' at us.

                        JOHNNY'S VOICE o.s.
                   We'll kill you, you assholes.

     Munny is aiming, he can see Davey, nearer shelter now.
     CRACK!  He fires and sees the dust spurt near Davey.

                         LIPPY'S VOICE o.s.
                   You assholes... you stinking
                   ambushing assholes.

                              THE KID
                   Did you get him?  Where is he?


     EXT. BOX CANYON - DAY

     Davey crawling frantically and CRACK!... dust explodes only
     inches from his head and he is pulling himself frantically
     and he is only three yards from safety.


     EXT. BOULDERS - DAY

     CLOSE on Munny and he is sweating.

                               MUNNY
                   How many shots I got, Ned?

     Ned is sitting there dazed, staring vacantly.  BANG, BANG,
     BANG, return fire pings off the rocks.

                               MUNNY
                              (aiming)
                   HOW MANY LEFT GODDAMIT?

                                NED
                   Two.

     And looking down the rifle Munny can see Davey's head
     disappear behind the boulder and CRACK, Munny fires again.

                              THE KID
                   Did you get him?

     BANG BANG BANG the pistol fire.

                      TEXAS SLIM'S VOICE o.s.
                   Keep goin', Davey.

     Munny is cocking and aiming for his last shot and he can see
     Davey's legs sticking out from the rock and they're not
     moving.

                              THE KID
                   Tell me... Christ...

                        JOHNNY'S VOICE o.s.
                   ...murderin' bastards...

                        LIPPY'S VOICE o.s.
                   ...fuckin' skunks...

     CRACK, Munny fires.


     EXT. BOX CANYON - DAY

     VIEW ON dust puffing as Davey's legs disappear behind the
     boulder, and there is a low groan.


     EXT. BOULDERS - DAY

     VIEW on Munnt sitting back against the rock, exhausted,
     covered with sweat and he holds the rifle up to The Kid.

                               MUNNY
                   Better re-load it.

                              THE KID
                   You missed him?  You didn't...?

                               MUNNY
                   I got him.

                         DAVEY'S VOICE o.s.
                           (scared, hurt)
                   Jesus, boys, I'm shot... they
                   shot me...

                      TEXAS SLIM'S VOICE o.s.
                   You tramps... you murderin' tramps.

                              THE KID
                              (shaken)
                   He ain't killed.

                               MUNNY
                            (washed out)
                   Maybe, maybe not.  Got him in
                   the gut, I think.


     EXT. BOX CANYON - DAY

     Davey lying behind the boulder and the whole front of him is
     soaking in bright red blood and the sun is beating down.

                               DAVEY
                   Oh Jesus... I'm hurt... I'm
                   hurt.  They shot me...


     EXT. BOULDERS - DAY

     Munny sitting there, his back against the rock, staring
     vacantly and Ned looks the same.

                              THE KID
                            (derisively)
                   Them assholes can't hit us up
                   here.  Just wastin' bullets.

     The cowboys must realize that because they stop shooting and
     you can hear Davey moaning and Ned and Munny just sit there
     and sweat and The Kid is pacing up and down.

                              THE KID
                   You think he's gonna die?  You
                   think we killed him?

     Ned and Munny look into each other's eyes.

                         DAVEY'S VOICE o.s.
                   Help me, boys, help me...

                               MUNNY
                              (flatly)
                   Yup... we killed him, I guess.

                         DAVEY'S VOICE o.s.
                   Oh, Jesus, help me boys, I don't
                   want to die... I don't want to die.

                              THE KID
                        (rattled, shouting)
                   SHOULDN'T OF CUT UP NO WOMAN,
                   YOU ASSHOLE.


     EXT. BOX CANYON - DAY

     Davey is lying there behind the boulder drenched in blood,
     looking up at the blazing noonday sun.

                               DAVEY
                             (shouting)
                   I'M DYIN', BOYS.

     He pauses then, and then he speaks in a normal voice, as
     though to himself, to express his amazement, to test
     reality.

                               DAVEY
                   I'm dyin'.
                              (pause)
                   I'm dyin'.
                        (shouting, panicked)
                   BOYS, I'M DYIN'!


     EXT. BOULDERS - DAY

     Munny sweating and looking up at the sun, and Ned staring
     vacantly.

                         DAVEY'S VOICE o.s.
                   I'm thirsty, Slim, Jesus, I'm
                   thirsty.
                              (pause)
                   Bring me a drink won't you, Slim?
                   One drink, Slim... I'm dyin', Slim...
                              (pause)
                   Boys, bring me a drink.

     it is getting to all three of them and Munny looks up at the
     sun and then Ned gets up and he walks over to a rock and he
     vomits.

                        DAVEY'S VOICE o.s.
                   One drink... please, boys...
                   just one d...

                               MUNNY
                       (leaping up, shouting)
                   BRING HIM SOME GODDAMN WATER,
                   YOU ASSHOLES.

     THE BOULDERS.  Nothing happens, you can't tell if the
     cowboys are behind there or not.

                         DAVEY'S VOICE o.s.
                   Please boys... I'm shot in the
                   gut... I'm bleedin'... bring me...

                               MUNNY
                             (shouting)
                   WILL YOU TAKE HIM A FUCKING DRINK
                   FOR CHRIST SAKE!  WE AIN'T GONNA
                   SHOOT.

     There is a pause and Munny looks down at the boulders where
     the cowboys are hiding.

                         TEXAS SLIM'S VOICE
                      (from behind the boulder)
                   You ain't gonna shoot?

                               MUNNY
                   No.

     And then, after a long moment, Munny sees Texas Slim come
     out from behind the boulder and run nervously toward the
     rock where Davey lies and he is carrying a canteen.

                        JOHNNY'S VOICE o.s.
                   Don't you shoot him, you assholes.

     The Kid is trying to see but of course he can't.

                              THE KID
                   They takin' water?

                               MUNNY
                   Yeah.

     Munny is watching and he sees Texas Slim disappear behind
     the boulder where Davey is lying and there is a moment of
     silence... and then the voice, a scream of grief and
     anguish...

                         TEXAS SLIM'S VOICE
                      (from behind the boulder)
                   Oh, Jesus, Johnny, they've killed
                   him... they've shot up his gut...
                   oh Jesus, they've killed young
                   Davey... oh, those murderin'
                   bastards, they've killed our
                   Davey...

     And The Kid spits in the dust and Ned wipes his forehead
     with his bandanna and Munny scuffs the dirt with his boot.


     HOOVES ON FLAT ROCK and the three riders, Munny, Ned and The
     Kid, are trotting their horses over a smooth slab of rock
     near a hill.  They are silent, glum, then,

                              THE KID
                   When we gonna double back?

                               MUNNY
                   After a ways.

                                NED
                       (not looking at them)
                   Not me.

     Munny looks up sharply but Ned just looks straight ahead.

                                NED
                   I'm goin' on down to Kansas.

                               MUNNY
                   We got to kill this other one
                   first.
                        (Ned doesn't answer)
                   Shit, Ned, if we're lucky, we
                   could kill him by nightfall...
                   or maybe tomorrow morning.
                   Then we could head back, all
                   three of us, with the money.

     Ned reins in his horse and Munny pulls up too and then The
     Kid.

                                NED
                          (looking him in
                              the eye)
                   You want the Spencer, Bill?
                     (he holds out the rifle)

                               MUNNY
                              (lamely)
                   Shit, Ned, this ain't the time
                   to quit.

                              THE KID
                   You're gonna lose your share.
                   If you don't...

                               MUNNY
                   Shut up, Kid.

     Ned just holds out the rifle and after a moment Munny takes
     it and Ned takes a box of cartridges from his pocket and
     hands them over.

                                NED
                   I'll see you, Bill.  See you, Kid.

     And he turns his horse and heads off across open country at
     a trot and Munny watches him go till he's about fifty yards
     away.

                               MUNNY
                             (shouting)
                   HOLD ON, NED.

     And Ned reins up and Munny gallops up to him and holds out
     the Spencer and the bullets.

                               MUNNY
                   I ain't worth a shit with it.

     Ned takes the rifle, sheathes it, gives a curt nod and turns
     to go.

                               MUNNY
                   Me an' the Kid, we'll head over to
                   the ranch an' as soon as we find
                   him, we'll shoot him.  Then we'll
                   come back an' the three of us pick
                   up the money an' head South
                   together.

                                NED
                   Supposin' he don't go to the ranch?

                               MUNNY
                   I'll bet anything he won't go to
                   town nor he won't ride out on the
                   range.  Right off he'll hole up at
                   the ranch.

                                NED
                           (turning away)
                   I ain't waitin', Bill.
                           (looking back)
                   I'll look in on your youngsters
                   when I get back.

                               MUNNY
                        (calling after him)
                   Ned, don't pay no mind to what the
                   Kid said about the money.  I'll
                   bring your share along, hear?  The
                   Kid's full of shit, hear?


     EXT. LITTLE BILL'S HOUSE - DAY

     VIEW on the roof, late afternoon, and Little Bill is
     crawling around up there with a bucket of tar which he has
     got on his moustache and his face and he looks up because he
     hears the clatter of hooves.


     VIEW ON CHARLEY HECKLER

     Galloping his horse up to Little Bill's house and Charley is
     very excited and he swings off the horse in front of the
     porch and the porch is at once closer to completion and
     closer to collapse than last we saw it.

                              CHARLEY
                         (looking around,
                            breathless)
                   Little Bill, Little Bill...

                     LITTLE BILL'S VOICE o.s.
                   Yeah.

     Charley looks up, startled and Little Bill is looking down at
     him over the eaves.

                            LITTLE BILL
                             (sheepish)
                   Makin' some repairs.

                              CHARLEY
                           (breathless)
                   The killed one of them cowboys.


     EXT. MAIN STREET - NIGHT

     NIGHT, CLOSE VIEW on torchlight flickering on Davey's waxy
     face and dead eyes as Eggs, Germany Joe and Paddy haul the
     blood-caked body from the back of a buckboard.  WW is
     looking on queasily, taking notes, and behind him the street
     is alive.

                        WIGGENS' VOICE o.s.
                   ...an' Parsons said how he seen
                   three men right after sun-up
                   headed out East an' one was ridin'
                   a old blue Morgan an' another was
                   on a white mare, only he didn't...

     And only a few yards away from the buckboard, in front of
     the County Office, Little Bill is being besieged by Deputies
     and Townsmen.

                               FATTY
                   Amos over at the stable says to
                   ask you if the County's payin'
                   feed for ALL the horses or if...

                              CHARLEY
                   ...Witherspoon says he ain't
                   gonna sell us no more thirty-
                   thirty shells without we pay...

     And the dogs, snarling, fangs bared, pulling at the leash
     and Tom Luckinbill is trying to keep control.

                                TOM
                   ...use the dogs then the county's
                   gotta take responsibility for...

                            LITTLE BILL
                              (calmly)
                   Never mind about them horses,
                   Fatty.  Just you ride out to the
                   Bar T an' make sure that other
                   cowboy stays put an' don't expose
                   himself, hear?


     INT. ALICE'S ROOM - NIGHT

     Alice's room and the whores.  They are sitting glumly in the
     dim light of a simple lamp.  Little Sue is wiping tears away
     and Delilah is staring blankly.

                              DELILAH
                     (to no one in particular)
                   I didn't think they'd really do it.

                               ALICE
                              (nasty)
                   What did you think, they come
                   clear up from Kansas to fuck us?

                              DELILAH
                             (vacantly)
                   That Kid... he's just a... boy.
                   And that other one, Bill, being
                   true to his wife...

                               ALICE
                   What wife?  He don't have no wife.

                              DELILAH
                          (shocked, hurt)
                   He said...

                               ALICE
                   I told you, he don't have no
                   wife, not aboveground, anyhow.

     Delilah just eats the pain raw and just then...

     SMASH!  A rock comes through the window and you can hear
     someone shouting.

                         VOICE OUTSIDE o.s.
                   You fuckin' murderin' whores.

     And they all sit there stunned and then Alice recovers and
     gets up and goes to the window and hurls the rock back.

                               ALICE
                             (shouting)
                   HE HAD IT COMING!  HE HAD IT
                   COMING FOR WHAT HE DID... AND
                   THAT OTHER ONE TOO... BOTH OF
                   THEM... FOR WHAT THEY DONE.


     EXT. COUNTY OFFICE - NIGHT

     Little Bill and the crowd and the torches outside the County
     Office and suddenly there is a commotion and shouting and
     everybody turns North and...

     Fuzzy is riding into town at full gallop shouting at the top
     of his lungs.

                               FUZZY
                   We got one.  We got one of them
                   fuckers, we got one...

     Bystanders part as Fuzzy brings the horse up in front of the
     County Office and reins hard and addresses himself
     breathlessly to Little Bill.

                               FUZZY
                   We got one of them fuckers, Sheriff,
                   out by Cow Creek, we...

                            LITTLE BILL
                   Alive?

                               FUZZY
                   Hell, yeah.  A bunch of us Bar T
                   boys went out lookin' on account
                   of them killin' one of our own.
                   We come across this fucker on a
                   roan goin' South an'...

                            LITTLE BILL
                   He admit it?

                               FUZZY
                   No... but I guess he will soon
                   enough.  Had a Spencer rifle on
                   him an' he was...

                            LITTLE BILL
                   Those cowboys messin' him up?

                               FUZZY
                   Uh... a little, maybe.

                            LITTLE BILL
                             (to Clyde)
                   You an' Andy get the hell out
                   there.  Find out where them other
                   two went.


     EXT. OUTHOUSE - DAWN

     DAWN, the outhouse, birds chirping cheerily and the outhouse
     door opens and BUCK BARTHOL steps out and stretches
     luxuriously.

     VIEW on bushes and The Kid holding his nose.  The bushes are
     right behind the outhouse and the stink is terrible.  The
     Kid is crouched there and he is doing an elaborate pantomime
     of his suffering for Munny's benefit.


     INT. BUNKHOUSE - DAY

     VIEW on Buck coming into the bunkhouse.  There isn't much
     light and the shadowy sleeping figures are more easily
     discernable by the snorts and snores they make than by their
     shapes...  except for THIRSTY and Quick Mike who are
     sitting, half dressed at a table rolling cigarettes.

                              THIRSTY
                   See anythin' out there, Buck?

                               BUCK
                   Hell, yes I did.
                     (Mike looks up nervously)
                   Seen about two hundred fellers
                   packin' rifles... Fuckers got the
                   place surrounded, says they want
                   Quick Mike's ass... I says, "How
                   much?"  They says, "About five."
                   I says, "Dollars?" They says,
                   "Cents."  I says, "Sold."

                               MIKE
                   Well I ain't worried I got
                   protection.
                    (he indicates a nearby bunk)

     Fatty snoring on the bunk near Quick Mike.


     EXT. MAIN STREET - NIGHT

     CLOSE on Ned's face, nose bloodied, eye blackened, as he
     rides down the Main Street of Big Whiskey escorted by six
     cowboys (including Texas Slim, Johnny Foley and Lippy
     MacGregor) and Clyde and Andy.  Ned's wrists are tied and he
     looks sullen and... scared.

     Little Bill and WW Beauchamp are standing on the porch of
     the County Office when the little group pulls up attended by
     numerous onlookers.  Little Bill looks Ned over coolly as he
     addresses Clyde.

                            LITTLE BILL
                   He tell you where them others is?

                               CLYDE
                   Nope.

                            LITTLE BILL
                   He give 'em names?

                               CLYDE
                   Didn't give us nothin' but his
                   own name... Ned Roundtree.

                            LITTLE BILL
                   Well, Ned, you'll want to tell me
                   an' Mister Beauchamp here all
                   about them two villainous friends
                   of yours, I guess.
                        (to Clyde and Andy)
                   Bring him in, boys, for I will be
                   glad to know the names and the
                   whereabouts of those other two
                   murdering sonsofbitches.


     EXT. OUTHOUSE - DAY

     VIEW on the mid day sun blazing from on high and an enormous
     farting sound...

     VIEW ON THE OUTHOUSE

     After a pause, another vigorous fart and then silence broken
     only by the buzzing of flies, and then the sound of
     newspaper and suddenly the door opens and Thirsty steps out
     and heads up toward the bunkhouse.

     VIEW ON THE KID

     In the bushes reacting to the smell and the flies are
     buzzing furiously.

                              THE KID
                   Sure is fuckin' ripe.  I wish
                   we'd get a breeze.

     Munny wipes sweat from his face and looks up at the blazing
     sun.

                               MUNNY
                   It's gonna get riper yet.

                              THE KID
                   You still think he's in there?

                               MUNNY
                          (his eyes on the
                             bunkhouse)
                   Yeah, he's in there.

                              THE KID
                   Well, he's holding on to his
                   shit like it was money.

                               MUNNY
                   He's in there.

                              THE KID
                   Tell me right off if you see
                   him.

                               MUNNY
                   Yup.

                              THE KID
                   You... you ain't gonna shoot him
                   yourownself?

                               MUNNY
                        (tired of saying it)
                   You can shoot him.

     The Kid nods, satisfied, but he's keyed up something
     ferocious and his fingers play nervously with his pistol.


     INT. JAIL - DAY

     CLOSE on Ned's face jammed against the bars of the cell in
     the County Office.  He has been tied to the bars outside the
     cell so that he is, more or less, spread-eagled in an
     upright position with his bare back exposed to Little Bill
     and Charley Hecker and WW Beauchamp.

                            LITTLE BILL
                   Now then, Ned... you an'...
                   uh... Mister Quincy an' uh...
                   What was that young feller's
                   name?

                                NED
                   Tate.  Elroy Tate.

     WW shakes his head at Little Bill and holds out his notebook
     for Little Bill to see.

                            LITTLE BILL
                   That ain't what you said before,
                   Ned.

     Little Bill empties hot coals from the bowl of his pipe on
     Ned's shoulders and Ned writhes and grots his teeth.

                                NED
                   Hellif it ain't.

                            LITTLE BILL
                      (looking at WW's notes)
                   Before you said Elroy Quincy
                   out of Medicine Hat an' Henry
                   Tate out of Cheyenne.

                                NED
                   Fuck if I did.

                            LITTLE BILL
                        (refilling his pipe)
                   Charley, go bring them whores
                   here that fucked these boys the
                   night of the storm.

                              CHARLEY
                   Strawberry Alice an' Silky?

                            LITTLE BILL
                   Yeah... an' fetch a bullwhip out
                   of the German's.

     Ned's face against the bars is covered with perspiration and
     etched with fear as he hears the door close behind Charley.

                            LITTLE BILL
                        (lighting his pipe)
                   Now, Ned... them whores are gonna
                   lie different lies than you...
                   an' when your lie ain't the same
                   as their lie... I ain't gonna
                   hurt no woman, I'm gonna hurt
                   you... not gentle like I been
                   doin' but... baaaad.

     Ned swallows hard and sweats and waits.


     INT. BUNKHOUSE - DAY

     CLOSE on cards.  They are playing at the little table in the
     bunkhouse, Quick Mike, Buck, Thirsty, Fatty Rossiter and
     OLAF HARKEN and Quick Mike doesn't even have a pair and
     tosses his cards down in disgust and walks over to his bunk
     and starts to put on his boots.

                                BUCK
                             (to Mike)
                   Where you goin'?

                             QUICK MIKE
                   Take a shit.

                               FATTY
                         (he has two kings)
                   Lemmee finish this hand, will
                   you?

                             QUICK MIKE
                   You gonna protect me while I
                   take a shit?

     Quick Mike walks over to a peg and hangs a gunbelt over his
     bare shoulder.

                                BUCK
                   You could get bushwhacked.

                             QUICK MIKE
                       (heading for the door)
                   I'll fart on 'em.

                              THIRSTY
                        (starting to get up)
                   I'll go with him.

                             QUICK MIKE
                   You could wipe my ass, Thirsty.

                              THIRSTY
                           (sitting down)
                   Hell with him.  Man ain't polite,
                   he oughta get shot.


     EXT. OUTHOUSE - DAY

     The Kid in the bushes and he hears the door slamming shut up
     at the bunkhouse and he squints anxiously.

                              THE KID
                            (whispering)
                   Is it him?

                               MUNNY
                          (watching Mike)
                   Yup.

     The Kid is beside himself, his throat goes dry and he gulps
     for air and he brings the hammer back on his pistol and
     squints anxiusly.

     HIS POV:

     Mike out of focus approaching from The Kid's POV and
     gradually Mike comes into focus walking closer and we

     VIEW ON THE KID

     Sweating, tensed for action and Munny looks over at him.

                               MUNNY
                            (whispering)
                   He's yours, Kid.  Can you get him?

     And The Kid is biting his lip and doesn't answer and Quick
     Mike is very close and The Kid brings up his pistol and
     gulps and doesn't shoot and then it is too late because Mike
     has entered the outhouse.

     Munny is disgusted and he cocks the shotgun to do it
     himself.

     The Kid is walking on eggshells approaching the door of the
     outhouse, pistol in his right hand and he reaches his left
     hand to open the door but he is hesitant and...

     Munny sees Fatty Rossiter step casually out of the bunkhouse
     and Munny raises the shotgun and Fatty sees The Kid and
     screams.

                               FATTY
                   ASSASSINS, BOYS, ASSASSINS!

     BAWHOOM!  Munny lets go with the shotgun and Fatty dives
     back into the bunkhouse and...

     The Kid is startled and looks over his shoulder.

                               MUNNY
                   SHOOT HIM, KID!

     and The Kid grabs the door with his left hand and opens it
     and there is Mike sitting on the crapper astonished and one
     hand is on his holstered pistol but he's frozen and The Kid
     is pointing the Schofield at him but The Kid is frozen too.

                                MIKE
                   NO!  NO!

     BLAM!  The Schofield jumps in The Kid's hand and Mike gets
     it in the chest and there is smoke all over and The Kid
     stares at Mike amazed and Mike who has a big splotch of
     blood on his chest stares back at The Kid amazed also and
     then...

     BLAM, The Kid shoots him again, this time in the face.
     BANG!  BANG!  shots from the bunkhouse and...

     BAWHOOM!  Munny blasts the bunkhouse with shotgun.

                               MUNNY
                   Come on, Kid.

     BLAM, The Kid shoots Mike's slumping body a third time and
     he seems hypnotized but...

     BANG BANG shots are coming from the bunkhouse and Munny is
     screaming and The Kid tears himself away.


     EXT. BUSHES - DAY

     Munny crashing through the bushes and The Kid is a few yards
     behind him and Munny stumbles and scrambles to his feet.

                               MUNNY
                   Did... you... get... him?

                              THE KID
                              (amazed)
                   Yeah.


     EXT. OUTHOUSE - DAY

     The outhouse and Mike's body and Fatty and Thirsty and Buck
     dashing past, waving their guns.


     EXT. WOODS - DAY

     The albino mare and the Morgan in the woods and Munny and
     The Kid dash up to the horses, gasping for breath, and Munny
     tries to mount still holding the shotgun and the horse
     starts to prance around and Munny can't mount.

                               MUNNY
                   Hold still.

     BANG, BANG, BANG shots are whistling around them and looking
     back Munny can see his pursuers firing from cover fifty
     yards away.

     Munny shoves two shells in the shotgun and hands it to The
     Kid who has mounted.

                               MUNNY
                   Cover me, Kid, while I mount.

                              THE KID
                             (panicked)
                   I can't see 'em.

     BANG BANG BANG

                               MUNNY
                   Just SHOOT!

     And KA BLAMMM, The Kid lets go both barrels in the general
     direction of the enemy and then Munny gallops away half on
     his horse, half-off, in an undignified escape, bullets
     whistling around his horse and The Kid behind him shouting.

                              THE KID
                   Where are you, Bill, where are
                   you, I can't see you.  Wait for me.

     and then they disappear and gradually the shooting atops.


     EXT. OPEN COUNTRY - DAY

     Open country at sundown seen from a low hill, and you can
     barely make out a lone RIDER approaching in the extreme
     distance.

     VIEW ON MUNNY

     Standing on the rise and watching the rider in the distance.

                              THE KID
                   Is that what it was like, Bill, in
                   the old days... ridin' out with
                   everybody shootin'... smoke all
                   over an' folks yellin' an' bullets
                   whizzin' by?

     The Kis is behind Bill sitting under a large oak drinking
     from a whiskey bottle.

                               MUNNY
                             (absently)
                   Yeah, I guess so.

                              THE KID
                   Shit... I thought they was gonna
                   get us.  I was even... scared a
                   little... just for a minute.
                              (pause)
                   Was you ever scared in them days?

     Munny turns from watching the rider's slow approach and
     walks over to The Kid who can't see the rider from where
     he's sitting.

                               MUNNY
                   I don't remember, Kid.  I was
                   drunk most of the time.  Give me a
                   pull on that bottle, will you?

     Munny takes a big pull on the bottle, returns it to The Kid,
     and walks back to the edge of the rise to resume his vigil.

     The rider is a little closer now and the sun is a little
     lower.  It is very beautiful.

                              THE KID
                          (drinking heavy)
                   I shot that fucker three times.
                   He was takin' a shit.  He went for
                   his pistol an' I blazed away...
                   first shot got him in the chest...

     The Kid wipes whiskey from his chin.  He has been working
     hard to make the hysteria he feels into a high... but it
     won't quite come.

                              THE KID
                   Say, Bill...

                               MUNNY
                   Yeah.

     Munny is watching the rider and the rider is closer.

                              THE KID
                   That was... the first one.

                               MUNNY
                   First one what?

                              THE KID
                   First one I ever killed.

                               MUNNY
                         (preoccupied with
                             his vigil)
                   Yeah?

                              THE KID
                   How I said I shot five men...
                   it wasn't true.
                            (long pause)
                   That Mexican... the one that come
                   at me with a knife... I busted his
                   leg with a shovel... I didn't
                   shoot him or nothin'.

     Munny is watching the rider and the rider is much closer but
     coming at a walk and Munny goes back over to The Kid for a
     pull on the bottle and he's trying to make The Kid feel okay
     when he says...

                               MUNNY
                   Well, that fella today, you shot
                   him alright.

                              THE KID
                          (forced bravado)
                   H-hell yeah.  I killed the hell
                   out of him... three shots... he
                   was takin' a sh-sh-shit an'...
                   an'...

     The Kid is shaking, becoming hysterical, he can't go on, and
     Munny hands the bottle back.

                               MUNNY
                   Take a drink, Kid.

                              THE KID
                      (breaking down, crying)
                   Oh Ch-ch-christ... it don't... it
                   don't seem... real... How he's...
                   DEAD... how he ain't gonna breathe
                   no more... n-n-never.  Or the
                   other one neither... On account
                   of... of just... pullin' a
                   trigger.

     Munny walks back to the edge of the rise and watches the
     rider and it is a lovely sunset happening and he is talking
     to no one in particular.

                               MUNNY
                   It's a hell of a thing, ain't it,
                   killin' a man.  You take
                   everythin' he's got... an'
                   everythin' he's ever gonna have...

                              THE KID
                        (trying to pull him-
                           self together)
                   Well, I gu-guess they had it...
                   comin'.

                               MUNNY
                   We all got it comin', Kid.

     VIEW on the rider at the foot of the rise and it is Little
     Sue and

     VIEW on Munny pulling the saddle bags off and Little Sue is
     still mounted.  They are under the oak tree and it is dusk
     and The Kid is just sitting there with his bottle.

                               MUNNY
                   I was watchin' you... seein' if
                   you was followed.

                            LITTLE SUE
                         (scared to death)
                   Silky an' Faith, they rode off to
                   the East an' two deputies was
                   followin' them.

     Munny has lit a little candle and spread a blanket and he is
     opening the bags to count the money.

                               MUNNY
                          (pouring out the
                          coins and bills)
                   You wanna help me count, Kid?

     The Kid is leaning against the tree in a semi-stupor.

                              THE KID
                   I trust you, Bill.

                               MUNNY
                   Well, you don't wanna trust me too
                   much.  We'll take Ned his share
                   together so you don't figure I run
                   off with it.

                            LITTLE SUE
                            (startled)
                   Ned's share?

                               MUNNY
                             (counting)
                   Yeah, he went South ahead of us.
                   I guess we'll catch him before...

                            LITTLE SUE
                         (blurting it out)
                   He's... he's dead.

                               MUNNY
                             (counting)
                   No he ain't.  He went South
                   yesterday.

                            LITTLE SUE
                   They... they killed him.  I...
                   thought you know that.  I thought
                   you knew because...

                               MUNNY
                            (looking up)
                   Nobody didn't kill Ned, he went
                   South yesterday.  He didn't even
                   kill nobody.  Why would anybody
                   kill Ned?

     Little Sue just looks back at him, scared, trembling.

                               MUNNY
                            (realizing)
                   Who killed him?

                            LITTLE SUE
                   Little Bill.  The... the Bar T
                   boys caught him and Little Bill...

                               MUNNY
                   He hanged him?
                      (Little Sue shakes her
                             head "no")
                   Shot him down?

                            LITTLE SUE
                   N-no.  He... he beat him up.  He
                   was making him... answer
                   questions... and beating him up...
                   and then... Ned just died.
                              (pause)
                   Little Bill didn't mean to kill
                   him... he said he was sorry an'
                   all... but he said it was a good
                   example anyhow.

                               MUNNY
                             (outraged)
                   Good example!  Good example of
                   what I'd like to know?  He didn't
                   even kill nobody... he couldn't do
                   it no more.

                            LITTLE SUE
                   They got... a sign on him says
                   he was a killer.

                               MUNNY
                          (flabbergasted)
                   A sign on him?

                            LITTLE SUE
                   In front of Greely's.  It says,
                   "This here is what happens to..."

                               MUNNY
                           (incredulous)
                   They got a sign on him in front
                   of Greely's?

     The Kid just has his head in his hands, it's too much for
     him and Little Sue is scared shitless of Munny.

                               MUNNY
                   The questions Little Bill asked
                   him... what sort of questions
                   was they?

                            LITTLE SUE
                   About where you an' him
                        (indicating The Kid)
                   was... an' where you was from...
                   an' what your names was... an'...

                               MUNNY
                   What'd Ned say?

                            LITTLE SUE
                   L-lies... at first.  About how you
                   was just passin' through and didn't
                   kill nobody... an' Little Bill kept
                   askin' questions, mixin' him up,
                   catchin' lies... an' then he'd beat
                   on Ned an' Ned would cry and lie
                   some more an' then... then...

                               MUNNY
                   Then... what?

                            LITTLE SUE
                   A cowboy come in sayin' you killed
                   Quick Mike in the shit house at
                   the Bar T...

                                MUNNY
                   An' Little Bill killed Ned for what
                   I done?

                            LITTLE SUE
                   Not on purpose.  But he started
                   hurtin' him worse... makin' him
                   tell stuff.  First ned wouldn't
                   say nothin'... but Little Bill
                   hurt him so bad he said who you
                   was...

     Munny looks up sharply.  Little Sue is scared, her voice
     quavers...

                         LITTLE SUE contd.
                   He said how you was really Three
                   Fingered Jack out of Missouri...
                   an' Bill said "Same Three Fingered
                   Jack that dynamited the Rock
                   Island and Pacific in '69 killin'
                   women and children an' all?"  An'
                   Ned says you done a lot worse than
                   that, said you was more cold
                   blooded than William Bonney or
                   Clay Alisson or the James Brothers
                   an' how if he hurt Ned again you
                   was gonna come an' kill him like
                   you killed a U.S. Marshall in '73.

                               MUNNY
                   Didn't scare Little Bill though,
                   did it?

                            LITTLE SUE
                   N-no, sir?

                               MUNNY
                   Lemmee see that Schofield, Kid.

                              THE KID
                   Wha... what f-for?

                               MUNNY
                             (sharply)
                   Lemmee see it.

                              THE KID
                         (giving it to him)
                   Sure.  Sure, Bill.

     Munny takes the pistol and begins to check it methodically,
     inspecting the load first... and The Kid watches nervously,
     shifting from foot to foot.

                              THE KID
                   You... you could keep it, Bill.
                   I ain't... gonna use it no more,
                   I ain't gonna kill nobody.

     Munny, still checking the gun, glances up and meets The
     Kid's uneasy gaze.

                              THE KID
                   I... I ain't like you, Bill.

     Munny looks back at the pistol, checks the sights.

                              THE KID
                   You... gonna take... the money?

                               MUNNY
                          (to Little Sue)
                   You better get on back, Miss.

     And Little Sue, still mounted, breathes an enormous silent
     sigh of relief and turns her horse away hastily and Munny,
     satisfied with the pistol, sticks it in his belt and walks
     over to the horse and pulls his sawed-off shotgun out of the
     bedroll.

                              THE KID
                   You could have it.  All of it.

                               MUNNY
                   I thought you wanted to buy
                   spectacles an' fancy clothes an'
                   all.

                              THE KID
                   I'd rather be blind and ragged
                   than dead, I guess.

     Munny looks at The Kid who is behaving bravely but is
     trembling anyway, scared, and Munny's eyes are full of
     brutally painful memories.

                               MUNNY
                   Shit, Kid.  I ain't gonna kill
                   you.  You're... the only friend
                   I got.


     EXT. NORTH ROAD - NIGHT

     MOONLIGHT on the ordinance #14 sign on the North Road and
     two riders come up slow, Munny and The Kid, and Munny reins
     up and then The Kid does too.  Munny takes the saddle bags
     off his horse.

                               MUNNY
                     (giving The Kid the bags)
                   This here money, take my share an'
                   Ned's an' leave it with my
                   youngsters.  Tell 'em half goes to
                   Sally Two Trees if I ain't back in
                   a week.  The rest is yours... you
                   could buy them spectacles.

                              THE KID
                   Are you... Are you gonna...
                   kill Little Bill?

                               MUNNY
                          (holding up the
                          whiskey bottle)
                   I guess you won't mind my keepin'
                   the bottle.

                              THE KID
                   You're gonna kill him, ain't you?

                               MUNNY
                   Stay clear of folks you might see.
                   There's plenty out lookin' to
                   hang you.  Go on now, skedaddle.

     Munny slaps The Kid's horse and The Kid sets out at a trot
     and Munny watches him disappear into the night.  When he is
     alone and he can't hear The Kid's horse any more, Munny
     uncorks the bottle and takes a long deep drink.


     EXT. GREELY'S PORCH - NIGHT

     VIEW on Ned's body in the upright coffin in the flickering
     light of a torch standing next to it and, of course, Ned
     looks bad and the crudely scrawled sign over the coffin
     says, "This is what happens to assassins around here."


     INT. BAR ROOM - NIGHT

     VIEW on Little Bill in the crowded bar and he is shouting to
     make himself heard over the din.

                            LITTLE BILL
                   Alright, I'm gonna say just one
                   more time so it's all clear an'
                   then don't ask me no more.

     The place is packed with tired, dusty men and they are not
     really jubilant so much as they are excited by the hysteria
     of events.

                            LITTLE BILL
                            (continuing)
                   Now each of you that posse'd
                   today has got one drink comin'
                   off the county budget...

                              THIRSTY
                   Yahoo.

                            LITTLE BILL
                   ...an' whoever rode yesterday,
                   gets one drink for that...

                               PADDY
                   Yippee.

                               EGGS
                   I told yuh two, I...

                            LITTLE BILL
                   Hold it hold it.  After them two,
                   it's outta your own pocket...
                   hear me, Skinny? ...an' we're
                   pullin' out early tomorrow an'
                   chase these fellas clear to Texas
                   so I wouldn't spend much of your
                   own money.

     There is a general whoop and hubbub as Little Bill turns
     back to his conversation at the bar with Charley, Fatty,
     Clyde, Andy and WW Beauchamp.

                            LITTLE BILL
                   Now if we divide up into four
                   parties an' hit all the farms an'
                   trails in a circle, we're bound
                   to find some one who seen them
                   skunks an'...

     Little Bill is suddenly conscious of his own loud voice in a
     sudden silence that has swept the bar like a brushfire and
     turning he sees what everybody is staring at.

     Munny, with his ten-gauge shotgun leveled from the shoulder,
     is standing thirty feet away in the doorway.  Taking a
     couple of sideways steps to get the door from behind his
     back and sweeping the twin barrels in an ominous arc, he
     surveys the scene.

                               MUNNY
                          (a little drunk)
                   Which fucker owns this shithole?

     Nobosy says a thing.  Skinny stares pop-eyed from behind the
     bar and the sweat starts on his forehead and Little Bill is
     thinking coolly and everybody else is swallowing hard and
     looking at the shotgun.

                               MUNNY
                             (to Fatty)
                   You there, fat man, speak up.

     Fatty gulps and then Skinny screws up his courage and steps
     from behind the bar and gives it every bit of dignity his
     fear will permit.

                               SKINNY
                   I... I own this establishment.
                   I bought it from Greely for a
                   thous...

                               MUNNY
                         (to the men round
                              Skinny)
                   Better step clear, boys.

     And Skinny looks from side to side as people step away from
     him and he wants to say something desperately, he wants to
     live, he wants...

                            LITTLE BILL
                   Hold on, mist...

     BAH-WHOOM!  Munny fires and smoke belches and...

     Skinny is blown back against the wall and falls to the
     floor a bloody mess and...

     Little Bill is reaching for the Spencer which is leaning
     against the bar near his leg but he freezes because...

     Munny has turned the shotgun on him and Munny sees Ned's
     Spencer there and his eyes show how he feels about it.

     For a moment while the smoke clears the bar is silent and
     there are nervous glances cast at the bloody body of Skinny
     but Little Bill keeps his eyes on Munny.

                            LITTLE BILL
                   Well sir... You are a cowardly
                   sonofabitch because you have just
                   shot down an unarmed man.

     It has become a very formal moment and there are,
     figuratively speaking, only two people in the room, Munny
     and Little Bill... and WW Beauchamp is watching them, scared
     to death, but this is it, what all those Easterners dreamed
     about, the showdown in the saloon.

                               MUNNY
                       (the shotgun pointed
                       right at Little Bill)
                   He should have armed himself if he
                   was gonna decorate his saloon with
                   the body of my friend.

                            LITTLE BILL
                   I guess you are Three-Fingered
                   Jack out of Missouri, killer of
                   women and children.

                               MUNNY
                       (a little drunkenly)
                   I have done that... killed women
                   and children... I have killed most
                   everything that walks or crawls
                   an' now I have come to kill you,
                   Little Bill, for what you done to
                   Ned.
                          (to the others)
                   Now step aside. boys.

     And as the deputies nervously move aside Little Bill helps
     to isolate himself by stepping forward boldly.

                             LITTLE BILL
                   He's got one barrel left,
                   gentlemen.  After he has used it,
                   pull your pistols and shoot him
                   down like the cowardly, drunken
                   scoundrel he is.

     Little Bill looks back at Munny bravely and...

     Munny looks down the barrel at Little Bill and after a tense
     moment he pulls the trigger.

     CLICK.  The hammer falls but it is a misfire and what
     happens next happens in maybe five seconds as all hell
     breaks loose.

                            LITTLE BILL
                             (drawing)
                   Misfire!  Kill the sonofabitch!

     And Little Bill aims carefully and...

     Munny hurls the shotgun at him and...

     BLAM!... Little Bill fires wildly as the shotgun hits him
     and...

     Clyde has his pistol out and is pointing it at Munny and...

     Munny is pulling the pistol from his own belt and he drops
     to one knee and...

     BLAM!... Clyde fires and misses and...

     Little Bill is about to squeeze the trigger when...

     BLAM!... Munny shoots him and...

     BLAM!... Little Bill shoots just as he is hit in the chest
     and...

     BLAM!  BLAM!... Fatty fires wildly and...

     Munny is aiming too and BLAM!...

     Clyde gets it in the face and...

     BLAM!... BLAM!... Fatty isn't even aiming while...

     Andy aims carefully, he can kill Munny but...

     Munny turns and points his weapon at Andy and...

     Instead of firing Andy panics and tries to turn his body
     sideways to ward off the blow and...

     BLAM!... Munny fires and...

     Andy gets it high in the rib cage and...

     Charley turns and runs for the back and...

     BLAM!  BLAM!... Fatty is backing up and firing from the hip
     and then he turns to run and...

     Munny aims deliberately from one knee and BLAM!...

     Fatty goes down, shot in the back...

     And suddenly... there is a terrible silence that is broken
     only by the awful, dying groans of Clyde and the coughing of
     the bystanders hiding behind tables and chairs in the thick
     black smoke and...

     Munny is still down on one knee pointing his pistol and
     looking through the thick smoke for someone to shoot but it
     seems there are no threats left.

                                MUNNY
                   Every asshole that doesn't want
                   to get shot best clear out the
                   back quick.

     And they scramble over each other dashing toward the
     Billiard Room and Munny stands up and looks around and he
     looks at Clyde who is groaning, his face covered with blood
     and everyone else, Little Bill, Andy and Fatty are still,
     and then Fatty seems to move and Munny levels his pistol and
     what happens is WW crawls out from half-under Fatty and WW
     is covered with blood and he is shaking like a leaf.

                                WW
                   I... I... think I'm... shot.

                               MUNNY
                   You ain't shot.

                                WW
                        (seeing the pistol)
                   P-p-p-please, I'm not armed.
                       (as Munny lowers the
                      pistol, WW looks around)
                   M-m-my G-god.  You killed...
                   Little Bill.

                               MUNNY
                            (suspicious)
                   You sure you ain't armed?

                                WW
                   I never c-c-carry arms.  I'm...
                   a writer.

                               MUNNY
                   A writer?  What do you write...
                   letters an' such?

                                WW
                   B-b-books.
                             (amazed)
                   You... you killed five men...
                   singlehanded.

                               MUNNY
                             (wearily)
                   Yeah.

     Munny walks over to the bar, keeping his eye suspiciously on
     WW, and reaches for a bottle with his left hand.  The hand
     is shaking like palsy and he tilts the bottle and drinks
     sloppily with effort, the pistol still in his right hand.

                                WW
                   Wh-wh-who did you kill first?

                               MUNNY
                   Huh?

                                WW
                             (reciting)
                   Wh-wh-when confronted by superior
                   numbers, the experienced
                   gunfighter will fire on the best
                   shots first.

                               MUNNY
                             (drinking)
                   Yeah?

     Unnoticed on the floor, Little Bill is conscious though
     blood is coming out of his mouth and he has been written
     off.  One hand is shifting on his pistol and he can hear
     Clyde moaning sporadically.

                                WW
                   Little Bill told me that.  You
                   killed him first, didn't you?

     On the floor, Little Bill is fighting for consciousness,
     fingering his pistol.

                               MUNNY
                   I was lucky in the order.
                             (bitterly)
                   I always been lucky killin'
                   folks.

                                WW
                   Who was next?  Clyde?  Or was it...?

                               MUNNY
                         (suddely ominous,
                          pistol pointing)
                   I could tell you who was last,
                   mister.

     WW's eyes pop as he gets the idea and he backs up fast, and
     then he turns and bolts out the back, and watching him go,
     Munny turns his back on the fallen body of Little Bill.

     Little Bill, on the floor, raises up his pistol in his
     shaking hand and aims at Munny's back maybe six feet away
     and he is shaking bad as he draws the hammer back and...

     Munny hears the click and he turns and sees Little Bill
     aiming but it is too late and...

     BLAM!  Smoke and fire from Little Bill's pistol and Little
     Bill's arm collapses from the effort and the pistol falls
     with a bang.

                               MUNNY
                   Missed again, asshole.

     And Munny steps over to him and kicks the pistol away from
     Little Bill's outstretched hand.  Little Bill is bleeding
     from the mouth having taken a shot in the lung and he is
     very weak and all he can do is look up at Munny and speak
     weakly.

                            LITTLE BILL
                   I don't... deserve this... to
                   die this way.  I was... building
                   a house.

                               MUNNY
                         (aiming his pistol
                            point blank)
                   "Deserve" don't mean shit, Little
                   Bill.

                            LITTLE BILL
                      (the pistol in his face)
                   I'll see you... in hell, you
                   three-fingered asshole.

     BLAM!  Munny shoots Little Bill and then he looks around and
     Clyde is still groaning and that is the only sound.  Then,
     suddenly, he is all business.  He walks quickly over to
     Clyde and shoots him once with the Spencer and the groaning
     stops.  Then he goes to Little Bill's body and pokes around
     in the pockets and pulls out some shells for the Spencer.
     He shoves those in his pocket and he goes to the bar and
     picks up the bottle of whiskey and walks over to the door.
     Standing to one side, he kicks it open.  Then he sets down
     the rifle and the bottle and starts to reload the Schofield
     and while he loads it he shouts out the door.

                               MUNNY
                   I'm comin' outta here... an' any
                   fucker I see out there, I'm gonna
                   kill him... an' any fucker takes a
                   shot at me, I ain't just gonna
                   kill him, but I'm gonna kill his
                   wife an' all his friends an' burn
                   his fucking house, hear?

     The pistol is loaded and Munny sticks it in his belt and he
     takes a long pull on the whiskey bottle and wipes the
     dribble from his chin.  Then he picks up the rifle in the
     other hand and looks out the door.


     EXT. MAIN STREET/GREELY'S - NIGHT

     The street and it is dark and quiet, shadowy buildings, the
     knot of tethered horses, a couple of torches stuck in the
     ground sputtering.

                         MUNNY'S VOICE o.s.
                   Nobody better shoot on account of
                   I'm as mean as I say... maybe
                   meaner.  I am a damn badman an'
                   you will not find a worse one in
                   hell.

     And Munny steps out the door warily, and looks around and all
     he sees are the shadowy buildings and all he hears are his
     own boots on the wooden porch.  Glancing nervously at the
     dark buildings' blank stares he walks past the upright
     coffin where the waxy face of Ned stares gruesomely in the
     light of the flickering torch and he gives it a glance,
     wanting to say he's sorry, but the idea is ludicrous and he
     steps off the porch and walks toward the white mare.


     EXT. ALLEYWAY - NIGHT

     WW Beauchamp and Charley Hecker and Germany Joe crouched in
     the alleyway between two buildings across the street and
     Charley has a rifle and they can see Munny mounting his
     horse.

                            GERMANY JOE
                            (whispering)
                   Go ahead, shoot him.

     Charley just shakes his head and offers the rifle to Germany
     Joe.  And Germany Joe doesn't want it.

                            GERMANY JOE
                   I endt no dehpoody.

     WW is watching Munny's unbelievably awkward and prolonged
     mounting procedure and he can't believe it, he can't believe
     what the Old West is like and it shows on his face.


     EXT. MAIN STREET - NIGHT

     Munny riding down the dark, lonely street at a trot and he
     starts to shout at the top of his lungs.

                               MUNNY
                   You boys better bury old Ned
                   right... and you better not carve
                   up nor otherwise harm no
                   whores... or I will come back an'
                   kill more sonsabitches, hear?

     And there are tears running down Munny's cheeks.


     EXT. SOD HUT - DAY

     DAYLIGHT and Penny sweeping in the doorway of Munny's sod
     hut in Kansas.  She is intent on her work until she hears
     the snort of a horse and looks up and her jaw drops, and her
     face lights up like the sun itself and, dropping the broom,
     she dashes toward him.

     VIEW ON MUNNY

     Munny walking across the field, leading the mare.  He is
     covered with dust and heavily stubbled from the trip.  Penny
     dashes up to him and throws her arms around him and he is
     overjoyed but he doesn't have any way to express it except
     through awkwardness and embarrassment.

                               MUNNY
                              (fondly)
                   Ain't you a lady!

     And he puts his arm around her and they walk toward the
     house.


     EXT. HOG PENS - DAY

     VIEW ON WILL

     Working in the hog pens in back, concentrating on the job.

                               MUNNY
                   Place looks good.

     And Will whirls around and sees Munny standing there beside
     the house and his first instinct is to run to him and then
     he remembers his dignity and stands there like a man, but
     the grin is liable to break his face.

                               WILL
                   Hullo, paw.

                               MUNNY
                   I guess you lost some hogs to
                   the fever.

                               WILL
                   Three.

                               MUNNY
                   Three?  That ain't bad considerin'.

     Will is pissing in his pants with pride and pleasure and he
     joins his father and they walk around the house together.

                               WILL
                   That fella come by... Tom.

                               MUNNY
                             (stopping)
                   Tom?

                               WILL
                   The one you rode out after...
                   the one that had the pistol...

                               MUNNY
                   The Kid, yeah...

                               WILL
                   Only he wasn't carryin' no pistol
                   this time.


     INT. SHED - DAY

     Will and Munny in te shed and Will is digging deep into a
     huge pile of straw.

                               MUNNY
                             (worried)
                   He say anythin'... The Kid... ?

                               WILL
                             (digging)
                   Tom?  Only how... how if you
                   didn't... didn't come back in a
                   week...
                              (upset)
                   how we was to take half the
                   money to Sally an' say you was...

                               MUNNY
                              (gently)
                   Well, I come back, didn't I?

     And Will has exposed the saddle bags and Munny moves in and
     opens them and gold coins and wads of bills spill out.

                               WILL
                              (upset)
                   Did you... did you... ?

                               MUNNY
                             (counting)
                   Did I what?

                               WILL
                   All that money... I mean...
                   did you...?

                               MUNNY
                             (counting)
                   Steal it?  Naw, I didn't steal it.

                               WILL
                   No... I meant...

                               MUNNY
                             (turning)
                   What?

                               WILL
                   K-k-kill somebody?

                               MUNNY
                   Who said that?

                               WILL
                   N-nobody... only you took your
                   shotgun an' that pistol an'...

                               MUNNY
                        (bothered, putting
                          his arm around
                         Will's shoulders)
                   Before I met your maw, God rest
                   her soul, it used to be I was
                   kinda... wicked... drinkin'
                   spirits an' gettin' into scrapes
                   an' all.  Only she made me see the
                   error of my ways an'... I ain't
                   like I was no more.

                               WILL
                            (relieved)
                   I guess you didn't kill nobody
                   then.

                               MUNNY
                         (it is an effort)
                   Naw, son, I didn't kill nobody.


     EXT. GRAVE - DAY

     The grave of Claudia under the trees and Munny walks up to
     it and maybe we hear music or maybe just the wind, but the
     words begin to crawl across the screen, supered.

                       WRITTEN WORDS (crawl)
                   They were married in St. Louis in
                   1B70 and they traveled North to
                   Kansas where he engaged in farming
                   and swine husbandry.  She bore him
                   two children in the eight years of
                   their marriage and when she died,
                   it was not at his hands as her
                   mother might have expected, but of
                   smallpox.

     VIEW ON MUNNY

     We are looking at him by now and there is nothing easy on
     his face, no big emotions, he is just looking at the grave.

                    WRITTEN WORDS (crawl cont'd)
                   Some years later, Mrs. Ansonia
                   Feathers made the arduous journey
                   to Hodgeman County to visit the
                   last resting place of her only
                   daughter.

     VIEW ON THE GRAVE

     We are looking at the stone now and the words continue.

                    WRITTEN WORDS (crawl cont'd)
                   William Munny had long since sold
                   the place and disappeared with the
                   children... some said to San
                   Francisco where it was rumored he
                   prospered as a dry goods merchant
                   under a different name.

     CLOSE ON THE EYES OF WILLIAM MUNNY

     The eyes of the husband and the pig-farmer and the man who
     shot down five men in the Big Whiskey saloon.

                    WRITTEN WORDS (crawl cont'd)
                   And there was nothing on the stone
                   to explain to Mrs. Feathers why
                   her only daughter had married a
                   known thief and murderer, a man of
                   notoriously vicious and
                   intemperate disposition.



                              THE END