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Unforgiven (1992) movie script

by David Webb Peoples.
Production draft. April 23, 1984.

More info about this movie on IMDb.com
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


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