"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

"ROUGHSHOD"

Screenplay by

Hugo Butler & Geoffrey Homes

Story by

Peter Viertel



EXT. DESERT - DAWN

FULL SHOT. The sun, spinning up from behind the dark rim of
eastern hills, is bleaching the cloudless, morning sky. This
is volcanic country, barren, desolate, forbidding. There is
no sign of life, no sound. Then on a distant hill, a man
appears, to be followed by two others. They walk steadily
forward.

DISSOLVE

EXT. NARROW CANYON - DAWN

MED. SHOT. A dry watercourse threads its way through the cut
in the treeless hills. The sun is not high enough as yet to
drive night from the canyon. A man appears around a bend;
another and still another. They are McCall, Peters and Lednov,
clad in prison clothes, hatless, their heads closely cropped.
As Lednov's face comes into a closeup,

DISSOLVE

EXT. HILL - DAWN

LONG SHOT - DOWN ANGLE. A narrow valley lies below. Through
it runs a cottonwood-bordered stream. Smoke curls up out of
the trees. Horses graze in a small meadow near the creek.
From O.O. comes the SOUND of heavy boots crunching across
the dry, eroded earth. The three men file past camera to
stop in the immediate F.g. and look down into the valley.
They exchange glances and start down.

DISSOLVE

EXT. FORSTER CAMP - DAWN

MED. SHOT - ANGLED THROUGH willows. A bearded man, Cal
Forster, and two young fellows in their late teens squat
beside a campfire eating breakfast. O.s. there is the SOUND
of movement. Lednov moves cautiously into the scene. He has
a revolver in his hand.

Forster turns toward camera and fear comes into his
expression. Lednov fires. Forster crumples near the fire.
The two boys jump to their feet and reach for rifles. Lednov
fires again and again. McCall and Peters come into the scene,
both firing revolvers.

DISSOLVE

EXT. FORSTER CAMP - DAWN

MED SHOT - ANGLED ACROSS campfire. On the fire smoulders the
prison clothes the convicts had worn. Smoke spirals up. In
the B.B. Lednov, Peters and McCall, now wearing the clothes
of the three Forsters, saddle the horses. CAMERA PANS AROUND
and ANGLES DOWN. The bodies of Forster and his sons, now
clad in underwear are sprawled by the fire. Forster's arm
lies close to the smouldering clothing.

DISSOLVE

EXT. CREEK - DAWN

MED. LONG SHOT. Smoke climbs above the trees. Into the
clearing ride the three convicts, to cross it and move
westward. They disappear over the hill. A dust cloud marks
their passage. CAMERA HOLDS ON the scene and over the shot
comes the MAIN TITLE CARD:

ROUGHSHOD

EXT. DESERT ROAD - DAY

LONG SHOT. A buckboard drawn by two horses comes along the
road. Graham, a middle-aged rancher, is driving. As the horses
trot forward and dust rises above the road, the NEXT TITLE
CARD is shown.

DISSOLVE

EXT. CREEK - DAY

LONG SHOT - DOWN ANGLE. Graham's buckboard moves down the
road toward the clearing, as the TITLE CARDS follow and
change. When the buckboard reaches the creek, the LAST TITLE
CARD is ended.

EXT. MEADOW - DAY

MED. SHOT. Graham drives the horses through the creek and
into the meadow. Through the trees the Forster camp can be
seen. Graham glances over, then suddenly pulls on the reins.
As the horses stop, he twists the reins around the whip stock,
grabs his rifle from under the seat, leaps out and hurries
forward toward the camp.

EXT. FORSTER CAMP - DAY

MED. SHOT. Graham hurries through the trees to stop in horror
near the dead men. Then very slowly he moves forward to the
smouldering fire. Stooping he lifts Forster's arm away from
the fire, then picks up one of the prison coats and looks at
it.

DISSOLVE

EXT. DESERT ROAD - DAY

MED. LONG SHOT. The surrounding hills are covered with scrub
pinon pine and mesquite. Graham's buckboard, moving slowly
up a hill, passes camera, which PANS WITH it. In the bed,
covered by a tarp, are the three bodies. The narrow, one-way
road climbs easily up the gentle hill. Beyond, a dust cloud
rises. As Graham's buckboard nears the crest, a surrey appears
and starts down. Graham pulls his team into the bank, trying
to make room for the surrey.

MED. SHOT

There are four women in the two-seated surrey, which is
heavily loaded with trunks, hatboxes, etc. Mary Wells, the
loveliest of the four, is driving. She is more poised, more
self-assured than the others. Her clothes, though a trifle
showy, are attractive. She wears a large spectacular hat.
Helen Carter, showier, harder and more cynical, sits beside
her. In the seat behind are Marcia Paine, placid, younger
looking than her years, and Elaine Ross, a striking blonde
with a pale haunted face. Elaine is obviously ill. Mary is
riding the brake and holding the team back.

ANOTHER ANGLE

SHOOTING PAST Graham.

GRAHAM
(annoyed)
What in thunderation --
(calling)
Wait a minute -- stop --

He jerks on the reins and tries to make room for the surrey.
A steep bank is on camera left. On camera right, the road
drops off into a gulley. As the surrey comes up Mary reins
the team in. The women all look frightened. Graham, trying
to force his team to pull the vehicle up the bank, is too
occupied to recognize the women at once. Having made just
enough room for the surrey, he turns and looks at the women.

GRAHAM
All right --
(then surprised)
What are you girls doin' way out
here?

Mary looks ahead at the narrow road and the canyon to her
left.

MARY
Until you came along we were going
to Sonora.

GRAHAM
What do you know about that. Did you
sell your place?

MARY
(dryly)
Not exactly. They decided gambling
and dancing were bad for people.
(pointing)
Can I make it?

GRAHAM
Depends on how good you drive.

HELEN
She's a little out of practice.

Graham jumps over the wheel.

MED. CLOSE ON SURREY

Graham reaches the surrey.

GRAHAM
(cheerfully)
Slide over.

HELEN
(getting up)
I'm slidin' all the way over.

She climbs out. Marcia looks at the narrow space ahead.

MARCIA
(rising)
So am I. Come on Elaine.

Elaine leans back against the cushions and shakes her head.

ELAINE
(flat)
What's the difference if we fall in
the canyon.

MARCIA
Don't talk like that.

Helen is out on the road now. Mary has moved over and Graham
picks up the reins. Marcia gives up and jumps out.

GRAHAM
Nothin' to it --

He releases the brake.

GRAHAM
-- once you know how. Trouble is,
never was a woman knew how to handle
a team. Shouldn't let 'em loose on
the roads. No disrespect meant, Miss
Wells.

Mary isn't listening. She is looking at the road. Elaine
closes her eyes. Helen and Marcia scurry back out of the
way.

GRAHAM
Get up.

Adroitly he drives the surrey past.

ANOTHER ANGLE

featuring buckboard. Helen and Marcia start along the road
past the buckboard. Helen stops and looks at its cargo in
horror. She grabs Marcia's arm. The girls look at each other
and hurry after the surrey which has stopped below the
buckboard.

MED. SHOT

on surrey. Graham jumps out.

GRAHAM
There you are. Now take it easy and
you'll be all right.

MARY
Thank you, Mr. Graham.

Helen and Marcia hurry up. Marcia motions back.

MARCIA
(aghast)
There's -- dead men -- in your wagon!

GRAHAM
That's right. You had me so busy I
forgot --
(worried)
Come to think of it you better turn
around and drive right back to Aspen.

The women exchange glances. Elaine is sitting up, her eyes
open.

GRAHAM
They were murdered. I found the bodies
on Alder Crick, northeast of here.
Like I said if I was you, I'd go
back, because the men who killed
them might be on this road.

ELAINE
(bitterly)
Back to what?

GRAHAM
Why, back to Aspen, where you came
from.

As Mary speaks, Helen pushes Marcia into the surrey and climbs
up beside Mary.

MARY
Aspen doesn't want us Mr. Graham.
They threw us out.

GRAHAM
(distressed)
They shouldn't have done that.

MARY
We tried to point that out. But there
were some pretty nosey citizens who
wouldn't listen to reason. They said
Aspen had outgrown us. It's all right
to play poker in your own home but
not in a saloon.

GRAHAM
(sadly)
I knew something would happen when
they started puttin' up fences and
passin' laws.

Mary unwraps the reins from the whipstock.

MARY
Goodbye and thanks.

GRAHAM
I don't like to see you go.

Mary releases the brake and the surrey starts rolling forward.

GRAHAM
But that's the way it is. The live
ones go out and the dead ones come
in.

The surrey starts down the hill. Graham looks after it, then
turns to go back to the buckboard, CAMERA PANNING WITH him.

DISSOLVE

EXT. ASPEN - DAY - (MATTE SHOT)

The town lies in a lush green valley. It is surrounded by
meadowland and shaded by cottonwoods, alders and aspen. In
the F.g. Graham's buckboard moves fast down hill.

DISSOLVE OUT

EXT. ASPEN STREET - DAY DISSOLVE IN

FULL SHOT. In the F.g. a smallish crowd, mostly men and
children idle in the street in front of Mary Wells' Gambling
and Dance Hall. The wooden sidewalk is cluttered with those
articles belonging to the women that were too bulky to get
into the surrey. Several women stand on the porch supervising
the locking up of the place and the removal of the sign of
Mary Wells' name on it. Graham's buckboard rounds a corner
at a fast trot. He slows the team to let the people get out
of the way.

MED. SHOT ON BUCKBOARD

The team has slowed to a walk. The people give their attention
to the buckboard. A boy clambers up over the tailboard, sees
the cargo and jumps off with a frightened yell. The crowd
turns from the dance hall and follows the buckboard leaving
the women and their pious male assistants on the porch.

EXT. SHERIFF'S OFFICE - DAY

MED. FULL SHOT - ANGLED to include blacksmith shop across
the street. Far down the street comes Graham's buckboard
followed by the small crowd. The sheriff's office is a one-
story wooden structure. Next to it is the general store. In
front of the blacksmith shop stands a wagon with one wheel
off. In the corral alongside are eleven blooded mares. Clay
Phillips, his brother Steve and the blacksmith are inside
the shop. Clay's saddle horse is tethered to the hitching
rail beside two harnessed work horses.

INT. BLACKSMITH SHOP - DAY

ANGLED to include sheriff's office. The blacksmith, Sam Ellis,
an elderly bent man in a leather apron stands at the forge
in which he is heating the rim from the big wheel which lies
on the table nearby. Clay, a long-legged wrangler in clean
but faded work clothes stands near the forge pumping the
bellows and watching his brother, a freckled kid of sixteen
trying to roll a cigarette. Steve has progressed to the most
difficult step, that of licking and sealing the paper. Clay
reaches over and takes it from him. He puts the skinny
cylinder in his mouth and Steve lights it for him. The first
third of the cigarette burns with one quick flare.

STEVE
How does she draw?

CLAY
A little hot.

Sam lifts the rim to the wheel.

SAM
You want to get out of here before
noon, maybe you should lend me a
hand.

Clay, the cigarette dangling from his lips, moves over to
the table, picks up a hammer and helps Sam hammer the rim on
the wheel. Steve stands watching.

CLAY
Rate you're goin', we'll be here
until winter.

Together they lift the wheel and plunge it into the tub of
water. Steam rises to fill the blackened shed.

SAM
(amiably grumbling)
Account of you, I miss out on the
only excitement Aspen's had for
months.

CLAY
You're too old to watch such goin's
on.

STEVE
And I'm too young.

Clay and Sam spin the wheel in the tub.

CLAY
That's right.

STEVE
I don't see no sense to makin' people
leave town if they don't want to
leave.

SAM
I don't either -- when people are
that good-lookin'. Maybe that's why --
they were too good-lookin'.
(philosophically)
But there'll be others along to take
their place after a while when this
quiets down. And everything will be
fine until some busybody starts
stirring up trouble.

CLAY
(mildly)
Don't you ever run down?

SAM
(to Steve)
Some people just have to run other
people's lives. Now take Clay. You
want to amble up the street and see
the fun and what does he say?

CLAY
(good-natured)
You stick to your blacksmithin' and
let me take care of Steve.

From O.s. comes the SOUND of the approaching buckboard and
crowd. Steve hears the noise and moves to the front of the
shed.

EXT. SHERIFF'S OFFICE - DAY

MED. FULL SHOT - Steve's angle. Graham pulls his buckboard
up, jumps out and hurries into the sheriff's office. Some
kids run up to stand on the porch chattering excitedly.
Members of the crowd straggle up.

INT. BLACKSMITH SHOP - DAY

ANGLED PAST Steve. Clay comes up to stand beside Steve. Sam
joins them. Steve looks up at Clay hopefully.

CLAY
We'll both take a look. Anything's
better than listenin' to Sam.
(to Sam)
Don't forget to shoe the mule.

Clay and Steve exit. Sam looks after them, shrugs disgustedly
and goes back to the wheel.

EXT. SHERIFF'S OFFICE - DAY

MED. SHOT - featuring buckboard. The crowd around the wagon
stands in shocked silence looking at the bodies under the
tarp. Clay and steve come up, glance in the buckboard and
then at each other. Clay speaks to a man near him.

CLAY
Who are they?

MAN
Don't know. Graham brought 'em in.

The sheriff calls from O.s.

GARDNER'S VOICE
Clay, come up here a minute.

ANOTHER ANGLE FEATURING PORCH

Sheriff Gardner, who has seen Clay through the window, comes
out of his office on to the porch followed by Jeb Graham and
a young deputy. In his hand Gardner holds the burned prison
jacket. Clay goes up the steps to the porch. Steve follows
to the foot of the steps to stand watching. The crowd around
the wagon gives its attention to the men on the porch.

MED. SHOT

Gardner is neatly dressed with his star hidden under his
coat. His deputy wears jeans, shirt, and leather jacket.

CLAY
Hello Graham -- Joe -- Mr. Gardner.

GARDNER
Graham's got something to tell you
might interest you.

GRAHAM
(motioning toward
wagon)
Cal Forster and his sons. Somebody
killed 'em.

He pauses to let that sink in.

GRAHAM
You know that cottonwood grove on
Alder Crick? They must have been
eatin' breakfast the way it looked,
sittin' by the fire eatin' breakfast
and when I got there nothin' but
them lyin' dead in their underdrawers.
No horses or guns or grub.

CLAY
(shocked)
Forster never did anyone any harm.
(puzzled)
But what's that got to do with me? I
came into town from the south.

Gardner holds out the burned jacket.

GARDNER
This was smoulderin' on the fire.

Clay moves over to glance down at the jacket.

CLAY
I still don't see.

From his pocket, Gardner takes several communications, thumbs
through them and passes one over. It is a telegram, of the
period.

GARDNER
I got it day before yesterday.

Clay reads it.

INSERT TELEGRAM OF THE PERIOD:

SHERIFF GARDNER: ASPEN, NEV.
BE ADVISED OF ESCAPE OF LEDNOV, PETERS AND McCALL CONVICTED
MURDERERS SERVING LIFE TERMS.
BELIEVED HEADED FOR CALIFORNIA.

L.B. GROVE, WARDEN STATE PENITENTIARY NORTON, NEV.

BACK TO SCENE. Clay hands the telegram back.

GARDNER
Now are you interested?

Clay nods.

GARDNER
You should be. Maybe Lednov heard
about that Sonora ranch of yours.

CLAY
Maybe he did.

GARDNER
We're going to look for him. Want to
come along?

CLAY
I've got eleven horses to get over
the mountains before snow catches me
and covers the feed.

GARDNER
(dryly)
And that's more important than finding
Lednov?

CLAY
Like you said, maybe he knows where
my ranch is. If he does, he'll be
waiting on the porch.

He turns toward the steps.

GARDNER
(with irony)
I'll drop the sheriff in Sonora a
line to sort of look around for him.

Clay speaks over his shoulder as he goes down.

CLAY
Thanks.

ANOTHER ANGLE

As Clay starts away, Steve follows him. Clay doesn't cross
to the blacksmith shop. He goes along the sidewalk toward
the general store. Steve hurries to catch up with him.

EXT. STREET - DAY

MOVING SHOT. Clay, deep in thought, seems unaware of his
brother at his side.

STEVE
Who's Lednov?

CLAY
A man I used to know.

They walk in silence to the General store and Clay goes up
the steps and across the porch. Steve follows close behind.

FULL SHOT

The store is a typical general store of the period, selling
everything from buggies to baby clothes. In one corner is
the postoffice. The storekeeper, Hayes, is unpacking a case
of canned goods, stacking the cans on the shelf. Clay,
followed by Steve, enters. Hayes glances over.

MED. SHOT

Clay crosses to the shelf where the rifle and shotgun shells
are kept and takes down a half dozen boxes of 30 30
cartridges.

HAYES
Forget somethin', Clay?

CLAY
Shells. How much for six boxes?

HAYES
Six times six bits. But wait until I
finish this.

Besides Clay, Steve is inspecting a rack of guns.

STEVE
You might tell a fellow things,
'specially if the fellow's your
brother, seems to me.

CLAY
Like what?

Steve picks up a rifle, puts it to his shoulder and squints
along the barrel.

STEVE
Like why you're buyin' a whole slew
of 30 30 shells all of a sudden.

CLAY
I don't want to run short.

STEVE
You never said this Lednov's name
before, that I can remember.

CLAY
No call to. That jail looked pretty
solid to me.
(pointing to rifle)
How's she feel?

STEVE
Nice.

He pulls the hammer back and snaps the trigger. Hayes comes
across and takes the gun from him.

HAYES
You know bettern' to do that, Steve.
Unless you're figurin' on buyin' it.

CLAY
One he's got, more his size.

STEVE
But it's leaded up and anyway a 22's
no good for real huntin'. You shoot
a man with a 22 and where are you?

CLAY
The thing to do is stick to rabbits.

He hands Hayes some money for the shells. Hayes crosses to
another part of the store to get change. Clay and Steve, who
has picked up the rifle again, move over to the counter.

ANOTHER ANGLE

STEVE
What was he in jail for?

CLAY
You sure worry that bone. He killed
a fellow.

STEVE
In a fight?

CLAY
The other fellow wasn't even lookin'.

STEVE
This is an awful nice gun.
(sighting it)
Certainly come in handy when there's
men around who shoot people that
aren't lookin'.

Clay grins. Hayes comes up with the change. Clay takes out
some bills and gives them to the storekeeper.

CLAY
(points to rifle)
I may as well buy it for him.
Otherwise he'll be crying all the
way over the hill.

Steve's expression shows his gratitude and delight. He covers
up with banter.

STEVE
You must be plenty worried about
Lednov sneakin' up on us.
(hopefully)
Think he will?

CLAY
Yes.

STEVE
At the ranch maybe?

CLAY
Maybe at the ranch. Maybe sooner
than that.

STEVE
(annoyed)
Do you have to be so close-mouthed?
I'm your brother. And I'm ridin'
with you. Remember?

CLAY
(smiling)
All right. I'll tell you.

He puts one of the boxes of shells on the end of the counter.

MED. CLOSE - DOWN ANGLE

CLAY
Let's say this is the penitentiary.

He reaches down into one of the barrels in front of the
counter. The barrels are filled with beans, nails, dried
apples, hardtack, etc. Clay takes a handful of beans and
makes a trail ending in a little pile.

CLAY
Here's Alder Crick.

He puts another box of shells on the other side of the
counter.

CLAY
And here we are in Aspen.

He runs a trail of beans away from "Aspen" toward the end of
the counter. He runs another trail from "Alder Crick" to
cross the Aspen trail. He puts another box of shells on the
far end of the counter.

CLAY
That's Sonora.

He reaches down without looking and brings up a hardtack.

CLAY
motioning) Lednov gets out of jail
and comes along here to Alder Crick.
Then goes along here toward the Sonora
road.

Clay drops the hardtack back from where the bean trails cross.

CLAY
That's Lednov!
(tracing)
We come along here.

STEVE
(pointing)
And meet him there.

CLAY
Unless the sheriff gets too close
and he holes up.

He holds out his hand and Hayes hands him his change.

CLAY
So let's go.

Steve tucks his gun under his arm. As he passes the counter,
he picks up the hardtack and starts eating it.

EXT. GENERAL STORE

MED. SHOT - ANGLED TOWARD Sheriff's office. Up the street
men are gathering around the sheriff's office. Some are
mounted. Some are tightening their cinches. Clay and Steve
come out of the store to look up the street. Steve munches
the hardtack.

STEVE
(motioning)
Sure a lot of guys lookin' for Lednov.

CLAY
Yeah -- and Lednov's only lookin'
for one man. Me.

STEVE
Why?

CLAY
He doesn't like me. What you eatin'?

STEVE
Lednov.

He glances at the remaining piece of hardtack and then pitches
it away.

STEVE
I don't like him.

Clay laughs. As they start up the street, the sheriff mounts
his horse and, followed by his men, rides forward.

DISSOLVE

EXT. DESERT ROAD - DAY

CLOSE SHOT. A woman's hat lies on the rocky earth. It is a
big, elaborate affair. O.s. there is the SOUND of hoofbeats,
the SQUEAL of a wagon brake and the JANGLE of harness. CAMERA
PULLS BACK and ANGLE WIDENS to reveal Clay's wagon coming
down a very steep hill. Steve is driving, holding tightly to
the reins and riding the brake. Seeing the hat, he yells to
Clay.

STEVE
Another one, Clay.

Clay rides over and, swinging down, picks it up.

MED. SHOT

ANGLED DOWN hill. The road twists tortuously down. Near the
bottom it swings sharply at right angles into a dry wash.
The banks shut out further view of the road. Near where the
road turns a trunk lies at the side. It has broken open and
some of the contents are spilled out in the dust. Clay rides
to it, reins in his horse and looks down. Steve, with
difficulty, pulls the mules to a stop alongside.

ANOTHER ANGLE

featuring trunk and wagon. Clay swings out of his saddle,
starts tossing the clothes back in the trunk. Steve jumps
down.

STEVE
They sure must have been travelin'.
This keeps up we can start a store.

CLAY
Things get tough next winter, you'll
have somethin' to wear.

Steve holds up a petticoat close to his body and grins.

STEVE
I'd look good doin' the ploughin' in
this.

Clay takes it from him, puts it in the trunk and shuts the
lid. Steve helps him hoist the trunk into the wagon bed.
Steve gets back in the seat. Just as Clay is about to mount,
he stops and picks up a small folding daguerrotype case
delicately ornamented. He lifts his eyebrow, tucks the case
into his pocket, then mounts and starts ahead around the
bend.

MED. LONG SHOT

Clay's ANGLE. Ahead, off the road in the wash is the surrey
that passed Graham's buckboard at the fork. Clay spurs his
horse forward.

MED. SHOT

on surrey. The back wheel is broken and the bed of the surrey
rests on the ground. The horses have been taken from the
traces and stand dejectedly in the hot sun. A blanket is
spread in the scant shade thrown by the surrey. On it lies
Elaine and, sitting beside her, is Marcia. A damp cloth is
spread across Elaine's forehead. A water bag hangs from the
surrey. Elaine's head is pillowed on a dainty satin cushion.
Helen and Mary have risen at Clay's approach and now stand
by the road.

ANOTHER ANGLE

Clay gallops forward to pull up near the surrey. In the b.g.
Steve drives the wagon around the bend. Clay dismounts.

MED. GROUP SHOT

Clay drops his reins and hurries up.

CLAY
Anybody hurt?

MARY
No. We came down the hill a little
fast and...
(rueful)
...the wheel broke.
(hopefully)
Can you fix it for us?

Clay bends over Elaine.

CLAY
What's the matter with her?

MARY
(dryly)
Too much excitement. How about the
surrey. Can you fix it?

Clay turns from Elaine and gives his attention to the surrey.

ANOTHER ANGLE

on rear of surrey. In the B.g. Steve pulls the wagon to a
stop, jumps off, and comes running over.

STEVE
Jimininy. You sure were lucky, just
bustin' a wheel.

Helen moves toward Clay. She miles without humor.

HELEN
(rubbing thigh)
You think that'sall we busted -- You
should see...

Clay stops her with a look, goes around, and kicks the
unbroken back wheel. The spokes rattle.

CLAY
This must have been in the family a
long time.

MARY
(dryly)
It was a gift from the citizens of
Aspen. I'm Mary Wells.

She looks at him to see if the name registers.

MARY
And this is Helen Carter.

CLAY
I'm Clay Phillips.
(motioning)
My brother Steve.

Steve tugs at his battered hat.

STEVE
(shy)
Pleased to meet you, ma'am.
(brightly)
We found your trunk. Were you doin'
the driven'?

MARY
I was at first. Then I was hanging
on.
(to Clay)
Are you going far?

CLAY
Yes, ma'am.

MARY
As far as -- Sonora?

CLAY
Just about.

Mary and Helen exchange glances.

MARY
We're going to Sonora, too, so that
solves everything.

Clay takes the makings from his pocket, starts to roll a
cigarette.

MARY
We can ride in your wagon.

Steve looks at Clay hopefully. He likes the prospect of having
these lovely women along.

MARY
We wouldn't think of asking you to
take us for nothing.

Clay finishes the cigarette, starts to put the makings back.
Mary holds out her hand. Clay gives her the makings. Mary
speaks as she casually rolls a cigarette.

MARY
There's only four of us.

Clay motions to the remuda that grazes in the b.g.

CLAY
I've got eleven horses.

STEVE
(proudly)
Morgan blood. The beat in Nevada.
Clay and me have a place on the
Toulomne River. We're going to raise
horses like these.

Mary has finished rolling her cigarette. She passes the bag
to Helen, who starts rolling one.

MARY
They won't be riding in the wagon.

CLAY
(dryly)
Did you ever try taking a bunch of
horses over Sonora Pass? It's quite
a job.

MARY
You can't leave us here.

CLAY
Course I can't. I'll give you a lift
to the first ranch.

Helen has finished her cigarette. She passes the makings to
Steve. He hesitates, looks at his brother and, when he sees
Clay is occupied with Mary, starts rolling one.

MARY
What good is it going to do us to go
to some ranch?

CLAY
(amiably)
You can stay here if you like.

MARY
We have to get to Sonora. There are
jobs waiting for us there. We'll pay
you for your trouble.

CLAY
I'm not running a stage line, ma'am,
and I can't take a chance on losing
the horses.

Steve finishes his cigarette. Again he hesitates, then not
wanting to seem young in front of these women he takes a
bold step and lights it. Clay reaches over and takes it from
him. Mary watches the byplay.

CLAY
When you're old enough to smoke,
I'll tell you.
(kind)
Get the horses started on ahead,
will you, Steve?

Steve, embarrassed and hurt, turns quickly away. Helen looks
after the boy.

HELEN
Afraid it will stop him growin'?

CLAY
(turning)
Let's get your stuff in the wagon.
Like I said, I'll take you to the
first ranch. I wish I could carry
you all the way, but I can't. It's a
tough trip and women would be in the
way.

MARY
(dryly)
Our kind of women?

CLAY
(ignores that)
You'll have to drive -- except down
hill.

He lifts some things out of the surrey and carries them toward
the wagon.

HELEN
Maybe you're going about this all
wrong. Why not try telling him we'll
do the cookin' and mendin' and washin'
for him. That usually works.
(then shocked at the
thought)
Yeah, but suppose he took us up on
it. Where would we be?

MARY
Maybe in Sonora.

She starts around the surrey. Helen follows.

Clay bends over Elaine.

CLAY
What's the matter with her?

MARY
(dryly)
Too much excitement. Or maybe it's
just the heat. How about the surrey.
Can you fix it?

As Clay turns from Elaine, Marcia joins the other two, their
attention on Clay and the surrey. Left alone, Elaine is
suddenly alert and no longer sick. She glances around, then
unobserved slides out from under the shade of the surrey.

ANOTHER ANGLE

on rear of surrey. In the B.g. Steve pulls the wagon to a
stop, jumps off, and comes running over. Elaine stands for a
moment, searching the ground with her eyes.

STEVE
Jiminy. You sure were lucky, just
bustin' a wheel.

Helen moves toward Clay. She smiles without humor. With this
new diversion, Elaine, still unnoticed, starts away -- back
toward where they dropped the trunk.

HELEN
(rubbing thigh)
You think that's all we busted --
You should see...

MARY
(sees Elaine)
Now where's she goin'? --

ELAINE
(half-turns without
stopping)
I -- lost something.

CLAY
It wouldn't happen to be this...

Elaine stops now and turns as Clay takes the folding
daguerrotype case from his pocket. Elaine, her eyes wide and
frightened, starts back as Mary takes the case from Clay and
opens it.

MARY
Who's the old folks?

ELAINE
(frantic)
Give it to me!

She jerks the case from Mary's hands, snaps it shut, and
stands staring at Mary with a strange mixture of fright,
anger and hysteria. Mary glances around as if to say what-
did-I-do? To cover the embarrassed silence, Clay kicks the
unbroken back wheel. The spokes rattle.

CLAY
This must have been in the family a
long time.

Elaine glances at him as though he had insulted her, turns
and starts toward the blanket again.

MARY
(dryly)
It was a gift from the citizens of
Aspen. I'm Mary Wells.

She looks at him to see if the name registers. At the surrey
side, Elaine is abruptly weak again. She leans against it
for support. Mareia moves to her as she slides back down on
the blanket, clutching the case.

MARY
And this is Helen Carter.

CLAY
I'm Clay Phillips.
(motioning)
My brother Steve.

Steve tugs at his battered hat.

STEVE
(shy)
Pleased to meet you, ma'am.
(brightly)
We found your trunk. Were you doin'
the drivin'?

ANOTHER ANGLE

Mary and Helen come around the end of the surrey to where
Elaine lies. Mary bends beside the sick girl and lifts the
cloth from the girl's forehead.

MARY
Come on, Honeybunch. We're changing
trains.

The sick girl sits up. She looks around her dully.

MARY
A nice, kind wrangler is letting us
ride in his wagon...

Assisted by Mary, Elaine gets to her feet. Mary puts her arm
around her.

MARY
...as far as the first ranch. From
then on --

Elaine stops. She looks fearfully up at Helen.

ELAINE
What ranch?

MARY
What's the difference?

She tries to lead the girl toward the wagon.

ELAINE
(fierce)
Ask him what ranch --

MARY
There's plenty of time for that.
(sharp)
Come on, now. You've got to lie down
out of this sun. Stop worrying. I'll
find out what ranch after a while.

She pulls the girl with her toward the wagon.

MED. SHOT

on wagon. Clay, in the wagon bed, is stowing his gear in the
back. Mary, supporting Elaine, reaches the wagon. Seeing the
girls, Clay reaches down and gently lifts Elaine up. Mary
climbs in beside him.

MED. CLOSE

wagon bed. Clay has unrolled a bedroll under the seat where
there is a little shade.

CLAY
(kind)
Stretch out under the seat, Miss.

ELAINE
(desperate)
Which ranch?

CLAY
How's that?

MARY
She's worried about where you're
taking us.

As she speaks, Mary helps the girl down under the seat, then
rises to face Clay.

MARY
(dryly)
So am I.

CLAY
It's a nice place owned by an old
couple named Wyatt.

CLOSE SHOT

Elaine as she hears the name. She is shocked.

CLAY'S VOICE
They'll take you in until you can
make other arrangements.

TWO SHOT

Clay and Mary. Clay vaults out of the wagon, CAMERA ANGLE
WIDENS, he looks up.

CLAY
So both of you stop worrying.

He turns away and hurries back to the surrey.

DISSOLVE

EXT. DESERT ROAD - DAY

FULL SHOT. Dust rises over the road as the cavalcade moves
forward. Clay, rifle across his lap, rides in front. The
wagon, with Mary driving and Helen beside her on the seat,
follows. The two horses that pulled the surrey are tied to
the tail gate. Then comes the remuda with Steve bringing up
the rear.

CLOSE SHOT

Marcia and Elaine. PROCESS. Marcia sits in the bed of the
wagon looking back. Elaine lies under the seat.

CLOSE SHOT

Steve. Steve proudly carries his new rifle across his lap.
He whistles happily as he scans the desert country hopefully
for the enemy.

EXT. CAMP SITE - LATE AFTERNOON

FULL SHOT. Long shadows of the hills lie on the grassy meadow
along the stream that is bordered by cottonwoods and willows.
A knoll overlooks the camp site. The caravan can be seen as
it halts in the lush grass a few yards from the stream. The
girls sit lifelessly on the wagon; they seem too tired to
dismount. Then, finally, Marcia helps Elaine to climb stiffly
down. With the exception of Mary they all let themselves
down in the grass. Mary walks to the head of the team and
starts fumbling with the harness. Steve comes into the scene,
dismounts quickly and pulls the saddle off his horse. The
remuda has fanned out, the horses moving toward the water.
Steve crosses to Mary and takes over the job of unbuckling
the harness. Mary smiles gratefully and rubs her hand across
her face.

CLAY'S VOICE
Steve, see the horses don't drink
too much --

Steve straightens, looks towards the horses and moves off.
He speaks to Mary over his shoulder.

STEVE
Leave that unharnessing for me, Ma'am.

Mary smiles after him, then moves across the grass, CAMERA
DOLLYING AHEAD of her. She sinks to her knees in the patch
of sand by the stream and leans down and puts her face under
the water. Then, sitting up, she wipes the water and dust
from her face with a handkerchief. Clay rides up from behind,
dismounts, scoops up some water from the river in the brim
of his hat and drinks it. For a second he watches Mary.

CLAY
There's a place down a ways, where
you and the girls can wash some of
that dust off.

Mary's manner is business-like. She and the girls are along
for the ride. She wants no favors -- wants to do her part.

MARY
Thanks. And isn't there something we
can do about supper -- or making the
beds?

CLAY
(half-smile)
Steve and me, we use a saddle for a
pillow and roll up in a tarp.

MARY
(curt)
But you eat, don't you?

CLAY
Mostly, we open a can of beans and
boil some coffee.

MARY
Where do you keep the can opener?

CLAY
In the grub box.
(softening)
Toward morning the dew gets kind of
heavy so maybe you better fix up a
bed under the wagon. Spread some
bunch grass under the tarp and the
ground won't be so hard.

He turns and leads his horse back to the wagon, stands there
unsaddling it. Mary rises.

MARY
Marcia -- all of you. Come on.

She starts downstream.

MED. SHOT

ANGLED PAST wagon. Clay tosses the saddle into the wagon
bed, slaps his mare on the rump. She trots off. Climbing up
on the wheel, he gets the grub box under the seat and lifts
it down. Steve comes from out of scene and starts unharnessing
the team.

STEVE
(trying to be casual)
Where'd they go?

CLAY
Swimming.

Clay comes past him, carrying the grub box. He puts it down
near where some stones make a crude firebox.

STEVE
It's sort of nice having company
along. Not so lonesome.

Clay squats by the stones and starts building a fire.

CLAY
When you get the team watered, rustle
up some wood.

He fans the small flame with his hat. Steve leads the mules
down toward the stream.

MED. SHOT

ANGLED PAST Clay. In the B.g. Steve stands by the stream,
letting the team drink. O.s. the women can be heard laughing
and splashing. Steve gives all his attention to what is going
on downstream. Clay puts wood on the fire, opens the grub
box. He sees Steve, takes the coffee pot out of the box and
heads for the stream.

MED. LONG SHOT

ANGLED PAST Steve downstream. Behind the willows the girls
are bathing. However they are too far away to be seen clearly
and the willows make a fairly effective screen. Clay walks
upstream and fills the coffee pot, then comes back to stand
for a moment beside Steve. Steve, who hadn't seen Clay until
now, suddenly gets very busy giving all his attention to the
mules.

STEVE
(to mules)
You boys have had enough.

He jerks them from the water and leads them away. Clay frowns
after him, then goes back to the wagon.

MED. SHOT

on wagon and fire. As Clay passes the wagon, he reaches into
the bed and gets a couple of strips of scrap iron. These he
carries to the fire. He puts the iron strips across the blaze,
sets the coffee pot on, feeds the fire with some more wood,
then going back to the wagon, he takes his rifle out, throws
a shell into the chamber and starts off up the knoll.

DISSOLVE

EXT. KNOLL - NIGHT

MED. SHOT. It is a moonlight night. Clay squats on his heels,
smoking. The rifle lies across his knees. Below can be seen
the campfire, and the shadowy forms of the girls as with
Steve's help they make up a bed under the wagon and cook the
evening meal. Clay suddenly reacts as O.s. a horse whinnies.
Standing he looks off into the darkness.

LONG SHOT

ANGLED PAST Clay. In the moonlight the trail stretches back
over rolling hills. Faintly can be heard the SOUND of
hoofbeats. Below, where the remuda grazes, a horse whinnies
again. Clay moves down toward the camp.

MED. SHOT

the camp. As Clay approaches. Steve squats by the fire. He
has spread out a tarp in the circle of firelight and Mary is
setting the tin plates, cups, etc., out. Elaine, a blanket
around her, sits near the fire. She looks tired and ill.
Marcia and Helen are struggling with bed-making under the
wagon.

HELEN'S VOICE
And I'm the girl who used to complain
to my mother about helping with the
wash.

Steve and Mary look up as Clay strides up. Clay starts kicking
dirt over the fire.

CLAY
Get your rifle.

Steve jumps up and hurries to the wagon. Clay continues
kicking dirt over the fire.

EXT. CAMP - NIGHT - (MOONLIGHT)

LONG SHOT - ANGLES PAST horseman. The horseman, who has been
approaching from the east, tops a rise and looks off at the
camp. He is a shadowy figure in the palo dark. For a moment,
as the fire still blazes, figures are visible in the camp.
Then the fire goes out. The horseman dismounts, pulling his
rifle from his scabbard. Moving to his horse's head he puts
a hand on the animal's nostrils. He looks toward the camp
for a moment then starts cautiously along the road.

EXT. ROAD - NIGHT - (MOONLIGHT)

MED. SHOT - ANGLED THROUGH willows PAST Clay and Steve. The
brothers have taken up a post overlooking the road. The
horseman walks cautiously toward them. He stops, listening.
Then he drops his reins and comes forward stealthily. The
horse stands.

MED. CLOSE SHOT

Clay and Steve. Steve, finger on trigger gives Clay a
questioning glance. Clay shakes his head.

CLAY
(calling)
Hold it.

ANOTHER ANGLE

on road. The man, now seen clearly for the first time, stops.
He is Jim Clayton, a man in his twenties, chunky, round-faced,
stolid and not too imaginative. He wears the well-worn jeans
and blue shirt of the farmer. Clay and Steve come out of the
willows toward him. Both have their rifles ready.

CLAY
Drop your gun.

Clayton hesitates, then lets his rifle butt drop to the road.

CLAYTON
(mildly)
Drop yours. I'm gunshy.

CLAY
Then don't come sneakin' around a
man's camp.

CLAYTON
A fellow sees a fire go out all of a
sudden, he don't take chances. My
name's Clayton and I'm looking for
someone.

Clay and Steve lower their rifles.

CLAYTON
I found their surrey --

CLAY
So did I. They were in it.

CLAYTON
She's a friend -- took off this
morning sort of sudden while I wasn't
around.

Clay moves closer and extends his hand. They shake.

CLAY
(very cordial)
I'm glad you came along.
(introducing)
My brother, Steve. I'm Phillips.

Steve shakes Jim's hand.

CLAY
I gave the girls a lift. Didn't know
what else to do with them. Get your
horse and come on.

Clayton turns back toward his horse. Clay and Steve wait for
him.

EXT. CAMP - NIGHT - (MOONLIGHT)

MED. SHOT - ANGLED BACK ALONG the trail. Mary and Helen,
tense and worried, stand at the edge of the camp, looking
off. Marcia is with Elaine under the wagon. From o.s. comes
the SOUND of men's voices. Clay, Steve and Clayton, leading
his horse, come into view.

CLOSE SHOT ON WAGON

Marcia kneeling on the tarp by Elaine, is staring ahead.
Suddenly her face lights up. She springs to her feet.

MARCIA'S ANGLE

Clay, Steve and Jim are now close to Mary.

CLAY
(genial)
Here's a man says he's looking for
you girls.

CLAYTON
Hello, Miss Wells.

Hearing his voice, Marcia runs toward them.

GROUP SHOT

Marcia throws herself into Jim's arms.

MARCIA
Jim.

MED. CLOSE

Clayton kisses her.

CLAYTON
I was roundin' up some stock. That's
why I didn't come sooner.

Marcia hugs him. In the B.g. Clay goes over to the fire,
kicks the dirt off the embers and piles on wood. The fire
flares up.

CLAYTON
What do you mean running off without
a word.

TWO SHOT

Mary and Helen.

MARCIA'S VOICE
I didn't know who to tell, it all
happened so sudden, those people
comin' and throwin' us out on the
street.

JIM'S VOICE
Don't you think about it, darlin'.
Don't you think about anythin' but
us.

HELEN
(quietly)
Looks like we lose a good piano
player.

CAMERA ANGLE WIDENS as Marcia and Jim come forward. The fire
now burns briskly. Clay rejoins the group.

MARCIA
(happily)
Jim came after me, Mary.

MARY
(dryly)
I see he did.

HELEN
With a milk pail in one hand and a
marriage license in the other.

MARY
(sharp)
Why didn't you say you wanted to get
married back in Aspen. I told the
man in Sonora there were four of us.
If only three show up, he might call
the whole deal off. We've got to
stick together. Like we've always
done.

MARCIA
I've got a chance to get married.

MARY
(quickly)
That's what I'm gettin' at. It never
works. Don't forget we were thrown
out of Aspen.

MARCIA
Jim doesn't care, do you, Jim?

Mary speaks before Jim can answer.

MARY
But Jim isn't the only one you're
marrying. He has folks and friends.
What are they going to say? And how're
they going to feel? I tell you, it
won't work.

The joy goes out of Marcia's expression. She looks up at
Jim, her eyes begging him to tell her it will work. Jim, a
naturally shy man, loses his tongue momentarily. Clay jumps
into the breach.

CLAY
Of course it'll work. You can get
another girl to fill out the act.

MARY
(ignoring him)
And look at it this way. How about
Jim -- it puts him in a sort of tough
spot.

JIM
I know what I'm doing. My folks got
nothin' to do with it --

MARY
You've talked this over with them?

JIM
They know about Marcia.

MARY
(quickly)
And they don't like the idea!

CLAY
Suppose they don't. This is his
problem. He's over twenty-one. He
wants to marry Marcia and Marcia
wants to marry him so let 'em alone.

Mary turns on Clay.

TWO SHOT

Clay and Mary. The others in the b.g.

MARY
If you were in his shoes would you
take one of us home?

CLAY
I'm not in his shoes, so leave me
out of it.

CAMERA ANGLE WIDENS as he turns back to the fire, embarrassed
by the spot he's in, and throws wood on it, Mary watching
him. Steve comes over to Mary.

STEVE
(friendly)
I would!

Clay swings around and comes back.

CLAY
(hurriedly; smiles)
Steve maybe you better get some wood
for the fire.

MARY
Would you, Mr. Phillips?

CLAY
(to Steve)
Go on, there's a good boy.

Clay gives Steve a gentle push. Steve exits.

MARY
(bitter)
Don't you want him to hear your
answer? Well, I know what it is. For
the other fellow it's all right --
but not you. All you want is to get
rid of one of us.

JIM
Wait a minute.

Jim, his arm around Marcia, moves closer. Helen is in the
B.g., watching.

JIM
No need of you two arguin' about
this. We know what we want to do,
and nothin' either of you says makes
any difference. We want to go home --
tonight.
(to Clay)
Will you sell me one of your horses?

CLAY
I'm sorry. I can't do that. I went a
long way to get those horses.

JIM
All right, we'll ride double. Come
on, Marcia.

Taking her arm he leads her to where the horse stands at the
edge of the camp.

ANOTHER ANGLE

featuring Marcia and Jim. In the B.g. Mary comes after them.

MARY
No need to do that, Marcia.

Jim and Marcia turn.

MARY
We've got two horses and they're
four of us. So half of one of 'em is
yours.
(smiling)
The other half's a wedding present.

Marcia comes over to hug Mary. As Marcia and Jim leave, Mary
moves to Clay.

MARY
Big-hearted fella. Can't see young
love thwarted -- especially if it
makes one less girl to worry about.
That's all you really want, isn't
it.

DISSOLVE

EXT. CAMP SITE - NIGHT

MED. SHOT. Mary stands in the moonlight by the wagon, looking
out across the meadow. Below, near the creek, the horses
graze. There is the soft jangle of a bell as the bell mare
moves her head. Clay comes walking up from the creek, rifle
in hand. He passes without noticing Mary. Mary turns.

REVERSE SHOT

Mary in close F.g. The campfire burns low. Steve lies on his
stomach close to it. Clay stops beside him to glance down,
then moves on to sit on a rock above the fire. Mary starts
toward the fire.

MED. CLOSE

Steve. Open in front of him is a copy of Leslie's Weekly, a
woman's journal: pictures of baby basinettes, whale-bone
corsets, fancy oil lamps, etc. Mary comes into scene to stand
above him, looking down. Steve glances up and smiles.

MARY
Is that your kind of reading, Steve?

STEVE
I can't read, Ma'am. I just look at
the pictures.

MED. SHOT

ANGLED DOWN PAST Clay.

MARY
You can't read?

She glances up where Clay sits.

MARY
Your brother's always looked after
you, hasn't he?

STEVE
Since I can remember, Ma'am.

MARY
But he just never troubled to have
you get any schooling?

CLOSE SHOT

Clay. He listens, perturbed.

MED. SHOT

Mary and Steve.

STEVE
It wasn't Clay's fault. We've been
moving around most all the time --
mebbe when we get the ranch and stay
in one place I can learn my letters
then --

MARY
Don't you even know your letters?

CLOSE SHOT

Clay. He winces at!

STEVE'S VOICE
No, Ma'am.

MED. SHOT

Mary, Steve and Clay. Behind them, Clay rises and comes down
nearer the fire.

MARY
Would you like to learn them?

STEVE
I sure would.

MARY
Maybe I could start you out.

STEVE
That'd be swell.
(shyly)
You know, you're an awful lot
different than I thought you'd be.

She gives him a quick look of inquiry.

STEVE
You're so nice.

MARY
Did someone say I wasn't nice?

STEVE
Oh no. Nobody said nothing to me.
Only I got the idea that -- well
Clay and me used to be walking through
town and there was your place and
through the window I could see you
dancing, but Clay always took me
over to the other side of the street.

CLAY
(interrupting)
Time to go to bed, Steve.

Steve looks up, then rises reluctantly.

STEVE
Good night, Miss Wells.

MARY
Good night, Steve.

Steve exits. Mary looks after him, then up at Clay.

MARY
(soft)
There's a nice boy.

CLAY
Yeah.

MARY
(sharp)
That why you always took him on the
other side of the street?

Clay kicks loose embers into the fire.

MARY
(sharper)
Maybe I don't make the grade in some
ways, but I know enough to teach a
kid his letters.

Clay turns from the fire to stand above her.

CLAY
(quiet)
He doesn't know his letters, no --
but he knows the names of animals...
he knows what roots to eat when you're
clear out of food... He knows the
difference between a possum and a
coon just by lookin' at the tracks...
more than most trappers know... and
he can tell whether she'll rain or
shine tomorrow by smelling the air
tonight. There's a lot of things he
doesn't know, I hope he'll never
learn.

He pauses, looking down.

MARY
Like what?

CLAY
(turning away)
Like sticking his nose into other
people's business.

Clay moves out of the circle of firelight to stop and pick
up his rifle, tarp and blanket, then climbs the knoll. Mary
stares into the fire, then rising she starts toward the wagon.

EXT. KNOLL - NIGHT - MOONLIGHT

MED. SHOT. Clay reaches the top of the knoll and stands
looking off. Below him the campfire burns low. Mary reaches
the wagon.

EXT. WAGON - MOONLIGHT - NIGHT

MED. SHOT ANGLED PAST Mary TOWARD Clay. Mary stops, looking
up. A match flares as Clay lights a cigarette. O.s. there is
the SOUND of the bell mare's bell, the SOUND of horses moving
restlessly. Mary turns, looks under the wagon.

MED. CLOSE DOWN ANGLE

Elaine is gone. Helen is asleep. Mary drops to her knees on
the tarp and shakes Helen in wakefulness.

MARY
Where's Elaine?

Helen sits up and looks over at Elaine's side of the bed.

HELEN
She was here a while ago.

Mary straightens, moves down past the wagon, CAMERA PANNING
WITH her. She calls softly.

MARY
(softly)
Elaine!

MED. CLOSE

Clay. He looks down toward the wagon as Mary calls Elaine's
name again, this time louder.

MARY'S VOICE
Elaine.
(then)
Clay -- Elaine's gone.

Clay frowns, pitches his cigarette away and starts down toward
the wagon.

MED. CLOSE

Steve. He is sitting up, pulling on his boots. From under
the bedclothes he takes his rifle and starts toward the wagon.

MED. SHOT

wagon. Clay stands with Mary at the wagon as Steve comes up.
Helen is sitting up in bed, a comforter pulled around her.

HELEN
She can't have gone far. I wasn't
asleep long.

CLAY
What would she run off for?

MARY
(excited)
Because she's sick.

She starts away into the darkness.

CLAY
(sharp)
Stay here. One woman wanderin' off's
enough.

Mary turns back.

STEVE
Don't you worry, Miss Wells. We'll
find her.

Clay picks up his saddle and bridle.

CLAY
(to Mary)
Build the fire up and stick close to
it. Come on, Steve.

He starts down toward the meadow. Steve follows. Helen
scrambles out from under the wagon.

EXT. CREEK - NIGHT - MOONLIGHT

Clay stops by the creek. Behind him the fire smoulders near
the wagon. Mary's shadowy figure can be seen climbing the
knoll where Clay's bedroll is. Helen is near the fire.

CLAY
(annoyed)
Look around. She can't have gone
far.

Steve nods and splashes across the creek to follow the road
leading west. Clay starts toward the meadow where the horses
graze.

EXT. ROAD - NIGHT - (MOONLIGHT)

MED. SHOT. Steve moves slowly along the road away from camp.
He is scanning the dust for Elaine's footprints.

EXT. KNOLL - NIGHT - (MOONLIGHT)

LONG SHOT - ANGLED PAST Mary. Mary stands on the knoll looking
off. Far below, in the meadow, Clay saddles his horse.

MARY
(calling)
Elaine -- Elaine -- Elaine.

EXT. MEADOW - NIGHT - MOONLIGHT

MED. SHOT. Clay swings into the saddle, and rides east. O.s.
Mary calls:

MARY'S VOICE
Elaine -- Elaine.

As the call echoes across the hills.

DISSOLVE

EXT. DESERT - NIGHT - (MOONLIGHT)

MED. SHOT. This is rough country, the rocky hills covered
sparsely with scrub pinon pine and brush. Steve stands on a
rise. He looks around for a moment, then turning starts back
down the slope. Suddenly he stops and listens, as from O.s.
comes the SOUND of distant sobbing.

CLOSE SHOT

Steve. He listens, trying to locate the sound then he hurries
down into a dry wash.

EXT. WASH

Steve crashes through the brush into the wash, to stop beside
Elaine who sits with her head buried in her arms, sobbing.

MED. CLOSE

Steve and Elaine. Steve drops on his knees beside her. Elaine
doesn't look up. Steve shakes her.

STEVE
Ma'am -- you shouldn't have run off
like that. Why I was just about to
give up lookin'. Come on, now.

Elaine doesn't move.

STEVE
You can't stay here. There's snakes
and it's cold and you'll just get
sicker.

ELAINE
I don't care.

STEVE
Suppose that Lednov was to have found
you, instead of me. Why you wouldn't
have had a chance.

ELAINE
(sharp)
I said I didn't care.

STEVE
What's botherin' you, anyway?

He pulls her up.

STEVE
Runnin' off and worryin' people.
Makin' it tougher on Clay than it is
already.

ELAINE
(hysterical)
Don't ask me because I won't tell
you! I won't tell anybody! Go away!

STEVE
Don't act so -- crazy.

ELAINE
(dully)
I'm sorry. Let's go.

STEVE
(relieved)
That's a good girl.

CAMERA ANGLE WIDENS as he tucks her arm in the crook of his
own and starts up the other side of the wash.

ANOTHER ANGLE

Steve, holding Elaine's arm, scrambles up the bank and through
the brush.

STEVE
That's it. Watch out where you're
steppin' --

He stops and looks off. Faintly O.s. is heard the SOUND of
hoofbeats.

STEVE
That oughta be --
(then sharp)
Down.

He shoves the girl down.

LONG SHOT

their ANGLE. Over a hill comes a horseman to be followed by
another and then a third.

CLOSE SHOT

Steve and Elaine.

STEVE
Lednov --

Excitedly he swings the rifle to his shoulder and fires.

EXT. DESERT - NIGHT - MOONLIGHT

FULL SHOT - Clay reins his horse in and turns to look off in
the direction from which the shot came. Faintly o.s. another
shot echoes across the hills, then another and another. Clay
spurs his horse and gallops off.

EXT. HILLTOP - NIGHT - MOONLIGHT

Clay gallops up the hill to rein his horse in suddenly.

MED. LONG SHOT

his ANGLE. Riding toward him are several horsemen. The horses
move at a walk. One carries a double burden. Steve walks
along behind. Clay spurs his horse and rides down toward
them.

ANOTHER ANGLE

Clay, in the B.g., comes down the hill. The horsemen, seven
of them, with Sheriff Gardner in the lead, followed by a
deputy, carrying Elaine in front of him, file past camera.
Steve, hands in his pockets, walks dejectedly in the dust
cloud kicked up by the horses.

MED. SHOT

featuring Clay and Gardner. Clay reins in his horse beside
Gardner, who also stops. The others rein in. Steve stops a
short distance away.

GARDNER
Want to take her off our hands?

Clay rides closer. The deputy rides forward and lifts Elaine
into his arms. Clay settles her in front of him.

CLAY
Who shot who?

GARDNER
Nobody. The light was bad.

There are two rifles in his saddle holster. He pulls Steve's
out, hands it over.

GARDNER
Steve's!

Clay shoves it in his saddle holster.

GARDNER
What's she doin' runnin' around the
country at night.

CLAY
I wouldn't know. Did you ask her?

GARDNER
All I can get out of her is she don't
care about livin'.

CLAY
Look of things, she doesn't.

GARDNER
Yeah. Keep a closer eye on her --
(motioning to Steve)
And him. Shootin' going on, we'll
never find Lednov.

He wheels his horse and rides off, followed by the others
Clay watches him go. Reluctantly Steve moves slowly up to
stand near Clay.

STEVE
There was only three of them at first.
I guess I lost my head.

CLAY
(dryly)
How'd you happen to miss?

STEVE
They were quite a ways off and the
wind was blowin'. I didn't have them
to aim.

CLAY
Good thing you didn't.

He reins his horse around.

STEVE
Clay --

Clay looks back.

STEVE
A man can't help gettin' excited
once in a while.

CLAY
That's right, Steve.

STEVE
Can I have my gun back?

CLAY
Sure. You'll find it under the wagon
seat. Like I said before, a twenty-
two's more your size.

FADE OUT

EXT. TRAIL - DAY FADE IN

EXTREME LONG SHOT. West are the Sierras and clouds are piled
in untidy heaps on the range. The dusty trail runs through
rolling country. Pinon pine and brush clothe the slopes. The
wagon and horses are the moving center of a white cloud of
dust.

FULL SHOT

Clay's party. Clay rides in the lead. The wagon follows and
Steve is riding beside the wagon. Behind is the remuda, and
the horses are straying off the road in search of grass.

MED. SHOT

wagon - (MOVING). Featuring Steve and Mary. Elaine lies under
the seat and Helen sits beside her. Steve is reciting the
alphabet to a simple melody usually sung by children of six
or seven.

STEVE
(stumbles embarrassedly)
Gee, I can't.

MARY
Why not? You went farther than that
last time.

STEVE
I'm too old for it, Miss Wells...
That's for little kids.

MARY
Don't be silly... Nobody's too old
to learn.

STEVE
(resolutely)
Okay. A-B-C -- D-E-F -- G-H-I --

CLOSE SHOT

Clay. He turns in his saddle where he rides ahead of the
team. He notices Steve riding at Mary's side and reins in
his horse.

CLAY
(mildly)
Oh, Steve!

MED. SHOT

Steve and Mary. Steve stops his letters. looks off. The wagon
moves up to Clay and stops.

CLAY
Get back to the horses. They're
straggling.

MARY
He's learning his letters.

CLAY
Yeah. While the horses wander all
over the country.

Steve hesitates hoping he'll change his mind.

CLAY
(sternly)
Do like I said.

Steve wheels his horse and rides back. Mary looks over at
Clay.

MARY
(dryly)
Learnin' to read has nothing to do
with the right or the wrong side of
the street.

CLAY
(motioning)
Are the horses stragglin' or aren't
they?

MARY
(after a backward
glance)
They're stragglin'.

CLAY
His letters will keep.

He wheels his horse and rides after Steve.

ANOTHER ANGLE

Steve is driving the horses back into the road. Clay rides
up to help him. The horses fall in behind the wagon. Steve
takes up his position in the rear. Clay rides over beside
him.

MED. SHOT

CLAY AND STEVE. (MOVING)

CLAY
Steve -- I want you to learn to read.
I meant to teach you but I never
seemed to find time. I figured when
we got settled on the ranch we'd get
around to it.

They ride in silence for a moment.

CLAY
It's all right with me if she teaches
you, but I don't want you forgettin'
your job.

STEVE
(flat)
I won't again.

ANOTHER ANGLE

One of the horses strays out of line and Clay rides out and
gets the animal back in the road. Then he returns to Steve.

TWO SHOT - (MOVING)

CLAY
This isn't like other trips we've
taken. For one thing, we've got a
wagonload of women. For another
there's a guy wanderin' around hopin'
to put a bullet in my back.

Steve looks over at his brother and finds a wry grin.

STEVE
Okeh, I was wrong. But you can't
expect a fellow who never saw Lednov
and never heard his name until a
while ago to do too much worryin'.
You've been sorta close mouthed about
him.

CLAY
I guess I have. You were pretty little
when they locked him up. I don't
suppose you even remember that time
I was gone two months.

STEVE
Sure I remember. You went to Mexico
lookin' for cattle.

CLAY
(nods; then, after a
moment)
You remember Jeff Rawson? -- We used
to go fishing and hunting with him
when you were so high.

STEVE
(offended)
Sure I do. Went off down to Mexico
or something...

CLAY
That's what I told you then. Only he
didn't. Lednov killed him.

STEVE
Oh... that's the time you went away.

CLAY
(nods)
I caught up with Lednov in Nogales.
He didn't like the idea of comin'
back across the border but he came.
I turned him over to the sheriff and --
that's the story.

STEVE
(looking off)
Maybe you shoulda killed him.

CLAY
Maybe I should. But I was never much
on killin'. Anyway, he moved too
quick and I just got him through the
shoulder.
(glances off)
Looks pretty peaceful up ahead.

STEVE
Yeah, it does.

CLAY
But you never can tell. Why don't
you get that new rifle out of the
wagon?

Steve smiles warmly at him.

CLAY
And while you're there you might as
well find out what comes after K.

DISSOLVE

EXTREME LONG SHOT

Cavalcade. It moves through dry barren hills. Far off, the
Sierras rise against the sky Thunder heads are piled in untidy
heaps on the range.

DISSOLVE OUT

EFFECT SHOT DISSOLVE IN

sky. Dark rain clouds blown by a high wind. SOUND of thunder.

FULL SHOT

rain -- the caravan. Clay leads it through a rain that has
filled the ruts in the trail, soaked the horses to glistening
black -- and obscures all view of the country through which
they are passing. SOUND of rain falling is loud. Clay and
Steve both wear slickers, gleaming from their shoulders to
the rumps of their horses. Mary, a tarp around her shoulders,
drives. Elaine and Helen huddle under a tarpaulin in the
wagon bed.

MED. CLOSE SHOT

rain -- DOWN ANGLE -- wagon moving. Elaine sits up and, in
her delirium, throws off the tarp. Helen tries to pull her
down.

HELEN
(crying out)
Elaine -- stop it --

CLOSE SHOT

rain -- Clay. He wheels his horse at the SOUND of Helen's
voice and rides back through the rain toward the wagon.

MED. CLOSE SHOT

rain -- wagon. Mary pulls on the reins and the mules stop.
Twisting them around the whip-stock, she swings back into
the wagon bed. She looks up at Clay.

MARY
She should be in bed where it's dry.

In her anxiety, her tone is accusing. Clay drops the reins,
climbs into the wagon and bends down beside Elaine. He puts
his hand on her forehead.

MED. CLOSE

rain - DOWN ANGLE - featuring Clay and Mary.

CLAY
(dryly)
Yes, Ma'am, she should...

He starts fixing the tarp so it gives more protection to the
sick girl.

CLAY
But the nearest shelter's the Wyatt
ranch and that's maybe five hours
away.

MARY
Can we get a doctor at that ranch?

CLAY
(straightening)
No, Ma'am, we can't. We can get a
roof and a fire and maybe Mrs. Wyatt
knows something about taking care of
sick people.

ANOTHER ANGLE

rain. Clay vaults out of the wagon and mounts his horse.
Mary rises and climbs back into the seat. She lashes the
mules with the reins. The wagon jolts forward.

MED. CLOSE SHOT

rain - ANGLED ACROSS seat - (MOVING). Clay rides alongside.
Then, without a word, he strips off his slicker, tosses it
on the seat and rides off. Mary looks after him, then at the
slicker. She hesitates, not wanting to take favors from him.
Then she pulls the slicker around her. Taking the whip, she
hits the mules. CAMERA ANGLE WIDENS and CAMERA HOLDS. The
team breaks into a trot. The cavalcade moves away from camera
through drenching rain.

DISSOLVE

EXT. WYATT RANCH - DAY

LONG SHOT - ANGLED THROUGH gate in barbed wire fence. The
ranch is nestled in a valley at the base of the Sierras.
Green meadowland surrounds the farm buildings which consist
of a cabin, barn and sheds, all in good repair and white-
washed, as are the corral fences and the picket fence around
the house, which stands in a clump of trees. The wind has
pushed the clouds back over the hills, but far off there is
still thunder. The gate in front f.g. is of barbed wire. It
is closed. On the fence post a board is tacked. Neatly
lettered on the board is the name:

ED WYATT

From o.s. comes the SOUND of horses moving restlessly and
the creaking of saddle leather, as a man swings out of the
saddle. Footsteps approach. A man's head and shoulders, back
to camera, comes into scene. He unloops the strand of bailing
wire and lets the gate fall open, then turns and we see his
face. He is Lednov. His cheek and jowls have a dark growth
of beard. He wears a black leather jacket and a wrangler's
grey hat. The clothes Forster was wearing. As he moves back
to his horse, CAMERA PULLS BACK and PANS AROUND.

His companions, McCall and Peters, also wear black leather
jackets, sombre, dusty pants and hats. They are mounted on
matched roans. The horses are winded, lathered and dirty. It
is obvious they have ridden hard. Lednov strides forward and
as he reaches for the reins the horse shies away. Brutally
he jerks on the reins. The horse rears. He snatches his hat
from his head and whacks the horse across the nose. McCall
rides over and grabs the reins. Lednov scrambles into the
saddle.

MED. SHOT

ANGLED TOWARD gate. Lednov rides forward through the gate.
His horse is limping badly. The others follow. They do not
stop to put the gate back up.

DISSOLVE

EXT. TRAIL - DAY

LONG SHOT. Clay's cavalcade moves forward along the trail.
There are cloud patches overhead and faintly in the back
country thunder rumbles. The mules pull the jolting wagons
forward in a slow trot. Clay rides ahead. Steve and the remuda
follow.

DISSOLVE

EXT. WYATT RANCH - DAY

FULL SHOT. Lednov, McCall and Peters ride into the yard and
up to the horses' trough. The horses plunge their muzzles
deep into the trough. As the men dismount, Wyatt, a sinewy
little man, hurries from the direction of the barn.

MED. SHOT

at horse trough. Wyatt, smiling his pleasure, comes up as
the three men dismount.

WYATT
(happily)
My name's Wyatt. Certainly glad you
boys dropped in.

He extends his hand to Lednov. Lednov ignores it. The three
men are looking around them. Two work horses, fat and elderly,
amble across the corral to nuzzle the roans through the fence.

LEDNOV
Those the only horses you got?

Wyatt is a little taken aback by Lednov's manner.

WYATT
Why, yes. They're all I need...

LEDNOV
Mine's gone lame. Take a look at
him.

Wyatt frowns up at Lednov, angered by the order.

LEDNOV
Go on, we haven't got all day.

McCall and Peters move closer to Wyatt, who glances around
worriedly. Realizing he better do as he's told, he goes to
the roan and rubs his ears.

WYATT
Whoa, boy. Let's have a look.

Bending, he lifts the horse's hoof. Lednov, McCall and Peters
watch him. He drops the hoof, straightens.

WYATT
He dropped a shoe. You shouldn't be
ridin' him.

LEDNOV
Put on another one.

WYATT
That won't help the stone bruise.
You ain't been around horses much,
looks like.

LEDNOV
Will you quit gabbin' and do what
you're told.

Wyatt hesitates. Lednov steps toward him.

WYATT
(frightened, bewildered)
All right, but it won't do much good.

He picks up the roan's reins and starts leading him into the
corral. Lednov, with a jerk of his thumb, indicates that
McCall is to go with him. McCall follows. Lednov and Peters
turn toward the house.

ANOTHER ANGLE

As Lednov and Peters start for the house, Mrs. Wyatt, a woman
of about fifty, small, plump, browned from the sun and hard
from work, comes out on the porch. She has taken off her
apron and holds it in her hand. She smiles at the two men.

MED. SHOT

ANGLED PAST Mrs. Wyatt. She starts down the steps as Lednov
and Peters come up.

MRS. WYATT
I was up to my elbows in flour when
you boys rode up, that's why I din't
come out sooner. I hope Ed asked you
to stay the night?

LEDNOV
All we want's supper.

At his tone, the welcoming smile leaves her face. She looks
from one to the other. Lednov pushes past her up the steps
and into the house. Mrs. Wyatt follows him with her glance.
McCall motions.

MCCALL
We're in a hurry.

DISSOLVE

EXT. TRAIL

LONG SHOT. In the f.g. the cavalcade moves along the trail.
Now the Sierras back of the Wyatt ranch are much closer. The
sun has set but it is still light.

DISSOLVE

EXT. RANCH HOUSE - DAY

MED. SHOT. Peters sprawls on the ground, smoking. He looks
up as Wyatt and McCall cross from the direction of the barn.

PETERS
Take care of that horse?

WYATT
(gruffly)
Yeah. The best I could.

Wyatt goes on past and hurries up the steps.

INT. RANCH HOUSE

ANGLED PAST Wyatt. This is the main room of the house -- a
living room and kitchen combined: wood-stove against one
wall, a sink with a pump against another, a fireplace, some
simple furniture and, hanging from one of the rough walls, a
concertina. Through an open doorway can be seen the Wyatt's
bedroom. Another door, closed, leads into the second bedroom.
The house has a warm, well-scrubbed look. Wyatt enters.

Mrs. Wyatt, stoking the stove, turns. She glances nervously
in the direction of the bedroom. Wyatt shifts his glance to
the fireplace -- there is no gun hanging from the hooks above
the mantel. Lednov appears in the doorway of the bedroom.

WYATT
What are you doin' --

LEDNOV
Lookin' around.

He crosses to the fireplace. He is carrying Wyatt's rifle,
gun belt and six gun.

LEDNOV
These all the shells you got?

Wyatt has had as much of this as he can stand. He starts
angrily across the room.

WYATT
Put my guns down and get out of here --

MRS. WYATT
Ed -- no, Ed.

She crosses to him and stands in his way. Wyatt pushes past
her and grabs for the guns. Lednov gives him a swipe with
the back of his hand, knocking him away easily.

LEDNOV
Your old woman's got sense -- you
listen to her.

Mrs. Wyatt helps Ed to his feet. She puts an arm around him.

LEDNOV
I asked you -- these all the shells
you got?

MRS. WYATT
(quickly)
They's a box in the cupboard over
the sink.

Lednov crosses to the cupboard and opens it. Finding the box
of shells, he slips it in his pocket.

LEDNOV
(to Ed)
Get on about your chores.
(to Mrs. Wyatt)
And hurry that grub up.

Wyatt and his wife look at each other. Then meekly they obey.

DISSOLVE OUT

EXT. HILLTOP - NIGHT DISSOLVE IN

MED. SHOT. Here the trail starts down into the valley. From
o.s. comes the SOUND of the cavalcade approaching. Clay rides
into the scene and stops on the hilltop to glance ahead.

LONG SHOT

Clay's ANGLE. A light can be seen ahead in the valley.

REVERSE ANGLE

Clay turns and rides back toward the wagon. The mules have
slowed to a walk in the climb up the hill.

MED. CLOSE SHOT

on wagon - (MOVING). Clay rides up alongside. Mary is hunched
forward on the seat.

CLAY
Only a little ways now -- maybe a
mile.

He glances down into the wagon bed where Helen is sitting by
Elaine.

CLAY
How's she makin' out?

HELEN
(dryly)
If she feels worse than I do, she's
dyin'.

Clay rides back toward the rear.

CLAY
(calling)
Steve --

STEVE'S VOICE
Yo --

MED. FULL SHOT

The wagon reaches the crest of the hill. Mary hits the mules
with the reins. The mules break into a trot. Behind, the
remuda comes into view. Clay sits his horse by the side of
the trail and watches.

EXT. FARM HOUSE - NIGHT

MED. SHOT. Mrs. Wyatt stands by the stove, watching the three
men at the table. Wyatt sits in a chair by the stove.

MCCALL
I'll have some more of that coffee.

Lednov pushes his chair back and rises.

LEDNOV
We got to get movin'.

MCCALL
What for?

LEDNOV
Because there's a man I want to see.

MCCALL
He can wait. Let's stay here until
morning.

Wyatt and his wife exchange frightened glances. That's the
last thing they want.

LEDNOV
(rising)
I said let's go.

MCCALL
(protesting)
One night more won't matter. Your
friend'll be there. Anyway I don't
think so much of the idea of prowling
around his ranch. He knows you're
out so he ain't going to sit still
for it.

LEDNOV
(fierce)
I said I had a guy to see and I'm
going to see him.

With the fingers of his right hand he automatically rubs his
shoulder just above the heart.

LEDNOV
He gave me something once so I
wouldn't forget.

PETERS
(rising)
He says go, we go.

Grudgingly, McCall gives in. They exit. Wyatt stares after
them raging at his impotence.

WYATT
If they'd only left me a gun, I'd
fix 'em.

MRS. WYATT
Hush, Ed. Hush. They might come back.

EXT. CORRAL - NIGHT

MED. FULL SHOT. The three men mount their horse, dig their
spurs in and ride away. As they ride toward the gate, Wyatt
comes out on the steps.

EXT. TRAIL - NIGHT

LONG SHOT. Here the trail passes through a narrow draw, then
climbs a small rise which overlooks the gate. Clay's caravan
jogs along the trail.

EXT. HILLTOP - NIGHT

LONG SHOT - DOWN ANGLE. The caravan climbs toward camera.
CAMERA PANS AROUND to SHOOT DOWN TOWARD the Wyatt ranch.
Through the gate ride Lednov, McCall and Peters. They stop
for a moment then turn right and trot along the fence line.
As they disappear, the SOUND of the caravan's approach is
heard o.s.

DISSOLVE

EXT. WYATT RANCH - NIGHT - (MOONLIGHT)

MED. FULL SHOT. Clay gallops into the yard and swings out of
the saddle. The farmhouse is dark.

INT. FARMHOUSE - NIGHT

ANGLED THROUGH window, PAST Wyatt. Clay opens the gate and
hurries up the steps and across the porch.

EXT. PORCH - NIGHT

MED. SHOT. Clay raps on the door.

CLAY
Mr. Wyatt.

WYATT'S VOICE
Who is it?

CLAY
Clay Phillips.

The door opens. Wyatt comes out. He pumps Clay's hand.

WYATT
(calling)
You can light the lamp.
(to Clay)
I'm sure glad it's you. We were afraid
those killers might come back.

CLAY
Three men on matched roans?

In the kitchen a match flares as Mrs. Wyatt lights the lamp.

WYATT
Yeah, how did you know?

CLAY
The whole state's lookin' for 'em.
(dryly)
And they're lookin' for me.

Mrs. Wyatt comes out to stand in the doorway. She shakes
Clay's hand.

MRS. WYATT
You don't know how good it is to see
you.

CLAY
Maybe you won't feel that way after
I tell you what I stopped in for.

He turns and motions off.

LONG SHOT

ANOTHER ANGLE. Clay, Wyatt and Mrs. Wyatt in f.g. The wagon
is coming toward the yard followed by the remuda.

CLAY
I picked up some women on the road.

THREE SHOT

Clay, Mrs. Wyatt and Wyatt. O.s. the wagon and horses can he
heard.

MRS. WYATT
Tell them to come on in.

CLAY
But I'm going to have to leave 'em
here. They're --- well they're not
the sort of people you're used to.

MRS. WYATT
(a reprimand)
It doesn't matter who they are.

CLAY
(lamely)
And one of 'em is sick.

MRS. WYATT
Why didn't you say so. Go right out
and get her. Ed. build the fire up.

She turns back into the kitchen. Clay looks after her, then
hurries down the steps. Wyatt follows his wife inside.

INT. KITCHEN - NIGHT

Wyatt goes to the stove and starts stoking the fire. Mrs.
Wyatt takes the lamp from the wall bracket and goes into the
bedroom.

INT. BEDROOM - NIGHT

FULL SHOT. It is a pleasant room with a large, handmade,
double bed, white flour sack curtains at wide windows. Mrs.
Wyatt puts the lamp on the dresser. Going to the bed she
pulls back the covers, feels the sheets.

MRS. WYATT
(calling)
Wrap a stove lid in dish towels and
bring it in here. This bed's like
ice.

MED. SHOT

Turning from the bed, she crosses to the dresser. Beside the
dresser is a camel-back trunk. She starts to open a dresser
drawer, pauses and looks down at the trunk. Moving to the
trunk, she hesitates. Then making up her mind, she bends
down and throws open the trunk.

MED. CLOSE SHOT

DOWN ANGLE. A girl's clothing is neatly packed in the trunk.
A framed picture is face down on top of the clothing. Mrs.
Wyatt kneels by the trunk, pushes the dresses aside and finds
a nightgown. CAMERA ANGLE WIDENS as she rises and shakes it
out. It is frilly, dainty, very feminino; obviously the
nightdress of a young girl. She closes the trunk, turns and
as she goes to the bed, Wyatt comes through the door carrying
the towel-wrapped stove lid. She lays the nightgown on the
bed, takes the stove lid and puts it between the sheets.
Wyatt is staring down at the garment.

WYATT
(cold)
Put it back.

They face each other. Wyatt reaches out and takes the
nightgown.

MRS. WYATT
Someone might as well get some good
out of it. Wyatt crosses to the trunk.

MRS. WYATT
It isn't as if she was dead.

Wyatt opens the trunk, puts the nightgown in and closes the
lid.

WYATT
(cold)
It stays there, understand!

The slamming of a door o.s. interrupts them. They turn and
start for the door.

MRS. WYATT
(calling)
Right in here, Mr. Phillips.

She follows Wyatt to the doorway, CAMERA DOLLYING WITH her.
She stops in the doorway.

INT. KITCHEN - NIGHT

ANGLED PAST Mrs. Wyatt. Clay, carrying Elaine, bundled in
blankets, comes forward. Wyatt has stopped just inside the
kitchen. Mary and Helen follow Clay through the door.

MRS. WYATT
The bed's all ready and warm --

She stops, staring at the girl.

MED. CLOSE SHOT

The Wyatts in the doorway. They recognize the girl. Wyatt's
expression hardens. Clay, carrying Elaine, pushes between
them into the bedroom.

INT. BEDROOM - NIGHT

MED. SHOT. Clay carries the girl to the bed and gently puts
her down. Her eyes are closed. Slowly the Wyatts enter the
room to stand close together staring at the girl on the bed.
Clay suddenly realizes that something is wrong. He glances
up. Elaine opens her eyes and looks up at her mother and
father.

MRS. WYATT
(softly to Wyatt)
Go out and make some coffee.

Wyatt doesn't move.

MRS. WYATT
Go on. You too, Mr Phillips.

As Clay waits, Wyatt moves through the door unable to argue
back.

INT. KITCHEN - NIGHT

FULL SHOT. Mary and Helen stand close to the steve, looking
anxiously toward the bedroom door as Clay and Wyatt come
out. Clay closes the door. Wyatt, dazed by the shock of seeing
his daughter again, stands momentarily staring at the closed
door. Then very slowly he turns and looks at Helen and Mary.

MED. SHOT

his ANGLE. Mary and Helen, seeing the two men's expressions,
look from one to the other, puzzled.

MARY
Is she very sick?

WYATT
(cold, flat)
Get 'em out of here. I won't have
'em in this house.

He crosses to the kitchen door, exits, slamming the door
behind him.

MARY
(softly)
So that was why she tried to run
away.

CLAY
(sharp)
Didn't you know she had a father and
mother out here?

MARY
(hurt and angry)
I didn't know anything about her
except she wanted a job because some
man had left her stranded. I couldn't
leave her in the street. Let's go.

CLAY
Hold on.

MARY
We can't stay here!

CLAY
It's a long walk back to Aspen.

Turning from them, he exits. Mary and Helen look at each
other. Then Helen grins wryly and goes over to the cupboard.

HELEN
I don't know about you. But I'm not
being thrown out on an empty stomach.

EXT. CORRAL - NIGHT

MED. SHOT. Wyatt in the f.g. stands by the horse trough. His
face is set, his expression hard, unyielding. Clay comes
across the yard past the wagon. Wyatt doesn't look at him as
Clay comes up.

TWO SHOT

Clay and Wyatt. Clay takes the makings from his pocket, rolls
a cigarette, lights it.

CLAY
I'm sorry about this, Mr. Wyatt. I
didn't know who she was.

WYATT
(quiet)
All right, you didn't know.

CLAY
I can't take her with me.

WYATT
Nobody asked you to.

O.s. Steve whistles the tune of the A B C song as he comes
out of the barn.

WYATT
Just get those two out of here.

ANOTHER ANGLE

Steve approaches from the barn.

CLAY
You're not bein' quite fair.

WYATT
What's there to be fair about?

TWO SHOT

Clay and Wyatt. Clay takes the making from his pocket, rolls
a cigarette, lights it.

CLAY
I'm sorry about this, Mr. Wyatt. I
didn't know you had a daughter.

WYATT
(quiet)
All right, you didn't know.

CLAY
I can't take her with me.

WYATT
Nobody asked you to.

O.s. Steve whistles the tune of the A B C song as he comes
out of the barn.

WYATT
Just get these two out of here.

ANOTHER ANGLE

Steve approaches from the barn.

CLAY
You're not bein' quite fair.

WYATT
What's there to be fair about?

Steve comes up.

STEVE
Hello, Mr. Wyatt.

He starts whistling again as he continues toward the wagon.

MED. SHOT

wagon. Steve picks up a couple of valises and some blankets
and heads for the house, still whistling. In the b.g. can be
heard the mutter of voices as Clay and Wyatt talk.

INT. KITCHEN - NIGHT

Helen is sitting at the table, eating a piece of bread and
drinking coffee. Mary stands at the window. Steve is heard
coming up the steps and across the porch. He pushes the door
open and enters.

STEVE
(cheerfully)
Where do I put your things?

Mary turns from the window.

MARY
Back in the wagon.

Steve stands with his arms full, looking at Mary.

STEVE
Aren't we stayin'?

MARY
No. We're not stayin' --

She crosses to him and smiles wryly.

MARY
Everything's all mixed up, so don't
ask questions.

Steve hesitates.

MARY
(soft)
Go on, Steve.

Steve exits.

EXT. PORCH - NIGHT

MED. CLOSE. Steve stops on the porch. He is puzzled, worried.
He glances back then over toward the fence where Wyatt and
Clay are talking. He shrugs and starts off toward the wagon.

INT. KITCHEN - NIGHT

MED. SHOT. Mary crosses to the stove.

HELEN
Sit down and eat, why don't you?

Mary lifts the stove lid and puts a stick in the firebox.

HELEN
It isn't like this was the first
place we were ever thrown out of.

MARY
That's not what's worryin' me. Why
didn't she tell us? Maybe we could
have done somethin' -- gone somewhere
else -- puttin' a poor sick kid
through this --

HELEN
Quit worryin' about Elaine.

She motions to the bedroom door.

HELEN
She's home, isn't she? So worry about
us. We want to get to Sonora.

Footsteps across the porch. The two girls look toward the
door.

ANOTHER ANGLE - NIGHT

SHOOTING PAST Mary. The door slowly opens. Wyatt enters. He
crosses to the bedroom door, CAMERA PANNING WITH him. It is
as though he doesn't see the two women. He stands in front
of the door, staring at it. Then his hand moves to the knob.
Slowly he turns the knob and opens the door. The two girls
watch him as he hesitates on the threshold. Then he enters
and closes the door softly. Helen looks over at Mary and
smiles.

INT. BEDROOM - NIGHT

MED. SHOT as Wyatt stops, looking at Elaine, resting back
against the pillow, seeming very young in the nightgown. For
a moment it is difficult to know what is in Wyatt's mind.
Then he sees the twin tintypes. CAMERA MOVES TOWARD Wyatt's
face as tears come to his eyes.

INT. KITCHEN - NIGHT

MED. SHOT as footsteps cross the porch and the screen door
creaks open. Clay enters the kitchen, carrying the girls'
suitcases and some blankets. He nods to the girls, then goes
to the door leading to the other bedroom. There he stops.

CLAY
This will be your room until Mr.
Wyatt finds time to take you to the
nearest stage station.

As he carries their belongings in:

DISSOLVE OUT

INT. MARY'S AND HELEN'S BEDROOM - NIGHT DISSOLVE IN

The room is lighted only by the moonlight. Mary and Helen
are in the big four poster bed, close to the window. Clay's
footsteps are heard on the porch. The kitchen door closes
softly. There is the rattle of a stove lid being lifted.

HELEN
(whispering)
That sounds like him.

Mary slides out of bed and slips into a robe.

HELEN
This time don't talk about cooking!

INT. KITCHEN - NIGHT

Clay turns from the stove to the cupboard over the sink and
takes down a coffee cup. The door into Elaine's bedroom is
closed. The door into Mary's bedroom opens and Mary enters
the kitchen. He turns back to the stove and fills his cup as
Mary comes up.

CLAY
Coffee?

MARY
No, thanks.
(indicating Elaine's
bedroom)
I hope we won't be a burden to them.

CLAY
I hope so, too.

He picks up his coffee and goes out on the porch. Mary
hesitates, then follows.

EXT. PORCH - NIGHT

ANGLED PAST Clay. Mary comes out. Clay sits on the bench by
the door, drinking his coffee.

CLAY
(quiet)
If you're figuring on asking me to
take you, it's no use.

Mary crosses to stand above him.

MARY
A time like this people ought to be
alone. Having us around is going to
make it sort of hard on 'em.

Mary sighs, sits beside him. From the pocket of her robe she
takes tobacco, rolls a cigarette and lights it. She passes
the tobacco to Clay. He rolls one.

CLAY
(on the defensive)
I'm sorry, but that's how it's got
to be.

MARY
I suppose it is.

CLAY
And it's not only because the trip's
a tough one --

Mary strikes a match and holds the flame to his cigarette.

MARY
(softly)
You don't have to explain. Did I
tell you how grateful I am for what
you've done?

CLAY
I couldn't leave you sitting by the
road.

MARY
You could have treated us like they
did in Aspen. No. You wouldn't do a
thing like that -- it isn't in you
to be mean or cruel.

Mary rises to move to the edge of the porch.

MED. CLOSE

Mary in f.g.

MARY
(softly)
No man who brings up a kid like you've
brought up Steve could ever be cruel
to people.

Turning, she leans against the post that supports the porch.

MARY
I hope you get everything you want
out of life --

CLAY
(wary)
Thanks.

MARY
You've earned it -- the horse ranch
on the Toulomoe -- the girl in the
spotted gingham.

CLAY
The who?

MARY
You should know. She's in your dream.

Clay puts his cup down, looks up. She is very lovely standing
in the moonlight, her body arched back, the robe open a
little.

MARY
Ever since you've looked after Steve
you've had the dream -- a ranch on
the river -- good grass, good water,
barn corral and house --- that part
you've shared with Steve. The girl
in gingham you plan sneakin' in when
he isn't looking.
(she pauses)

CLAY
(enigmatic)
Go on. Tell me more about her.

MARY
She wears this gingham dress -- cooks
popovers -- makes jam in season --
makes her own soap from pig fat and
wood ashes and has cheeks the color
of red apples.

CLAY
(dryly)
I'll make the soap myself.

MARY
But the rest is right.

CLAY
Will she be dark or fair?

MARY
Blonde as a new mop. And beautiful
as the girl on a feed store calendar.

Straightening, she crosses the porch to pause momentarily
close to Clay.

MARY
(softly)
I hope you find her -- because, like
I said, you've earned your dream.
Goodnight.

She enters the house. Clay looks after her, smiling faintly.
He knows she is up to something but not what.

INT. SECOND BEDROOM - NIGHT

MED. SHOT. Save for the moonlight coming through the window,
the room is dark. Mary enters softly, throws off her robe
and slips into bed beside Helen.

MED. CLOSE

on bed. Moonlight falls across the bed. Mary pulls the covers
up. Helen turns her head.

HELEN
Did you make it interesting?

Mary snuggles down on the pillow.

MARY
I tried my best, but these things
take time.

HELEN
And we're running out of that.

MARY
There's still tomorrow morning.

DISSOLVE

INT. KITCHEN - MORNING

MED. LONG SHOT - ANGLED THROUGH window PAST Mary. The early
morning sun fills the yard. Steve is in the corral harnessing
the mules. Clay and Wyatt are taking Mary's and Helen's trunks
out of the wagon.

HELEN'S VOICE
Those trunks look like ours.

Mary, who was in profile, turns.

MARY
They are.

ANOTHER ANGLE

Helen is seated at the table. Mary stands with her back to
the window near the sink.

HELEN
How long do you think we'll have to
stay here?

MARY
Until Pa gets around to driving us
to Minden.

HELEN
We don't want to go there.

MARY
No we don't. But that's where we're
going. From Minden we take a stage
to Reno, then another one over to
Auburn and another one to Placerville.
Then it's a day's trip to Sonora.

HELEN
Clay could save us an awful lot of
time.

MARY
He certainly could. About a month.

HELEN
What are you waiting for? Do
something.

Mary comes over to stand by the table. Her expression is
thoughtful.

HELEN
(sharp)
You're not giving up?

MARY
How many ways can a man say no.

Helen rises. Her manner is determined.

HELEN
(crosses to door)
Maybe I better start working on him.

MARY
You'd think he'd do it for Elaine's
sake, at least...

CLOSE SHOT

as she stops, apparently inspired by Mary's last remark. She
looks out into the yard where Clay is working on the wagon.

ANOTHER ANGLE

SHOOTING TOWARD Elaine's bedroom door. Helen crosses to Mary.

HELEN
(sweetly)
If you can't bring him around, nobody
can.

She puts her arm around Mary's shoulder.

HELEN
Go on. Have another try at him.

MARY
What's the use.

HELEN
(cajoling)
Please. Maybe he'll take a good look
at you and stop thinking so much
about his horses.

As she speaks she edges Mary to the door leading outside.

HELEN
A man has only so many no's in him.

Mary smiles at her, shrugs and exits. Helen looks after her.
Mary's footsteps are heard going down the steps. Then Helen
swings around and going to Elaine's door, opens it.

INT. ELAINE'S BEDROOM

MED. SHOT. Elaine is sitting up in bed. There is a small
table by the bed and on it is a breakfast tray. Mrs. Wyatt
sits by the bed. Elaine looks happy for the first time. Mrs.
Wyatt is holding a cup to her lips. Helen enters and closes
the door.

HELEN
Look at you, sitting up already.

Crossing to the bed she takes the cup from Mrs. Wyatt.

HELEN
Let me do this while you get some
breakfast.

MRS. WYATT
But I like to do it.

HELEN
You're worn out.

As she pushes Mrs. Wyatt toward the door.

HELEN
Now don't argue. You've got two able-
bodied girls to help you so take
advantage of it. And don't let me
catch you touching the dishes.

She closes the door behind Mrs. Wyatt and comes back, sits
on the edge of the bed and holds the cup to Elaine's lips.

HELEN
Well -- it's going to be good for
all of us -- having a nice long rest
here. After all -- Sonora will still
be there next month. Maybe we can
rehearse a new number -- try it out
on your folks.

Elaine tries not to show her panic at this suggestion.

ELAINE
Helen -- why don't you and Mary go
on with Clay?

HELEN
He won't take us.
(then, hurt)
Don't you want us around?

ELAINE
Of course I do -- but it'd be better
for you -- and the house is kind of
small --

HELEN
If you're worried about Mary and me
talkin' too much, don't. No matter
how many questions your old man asks.
We know how to keep our mouths shut.

ELAINE
It isn't that --

HELEN
Don't talk -- eat -- we want to get
you well quick as we can so we can
all get out of here.

ELAINE
But I want to stay.

HELEN
Drink this and stop being silly. Why
would anyone want to live in this
place. You might as well be dead and
buried. Nothing to do but look at
mountains. In a week you'd be talking
to yourself.
(then, brightly)
Maybe that's what got you started in
the first place.

Elaine pushes the cup away, sits up straighter.

ELAINE
(distraught)
I'm not going anywhere. I'm staying
here where I belong.

HELEN
Not if I know Mary. When she rides
into Sonora, you'll be with her. And
mighty glad to be there after this.
I don't see how you stood it as long
as you did.

ELAINE
(sobbing)
Stop it -- stop it.

HELEN
(contrite)
Darling -- now I've got you all upset.

Elaine buries her head in the pillow.

ELAINE
Go away -- please.

HELEN
That's right -- you go back to sleep.
Tomorrow when you feel better things
will look a whole lot different.
Don't you worry about anything --
Mary's going to talk things over
with your folks --

Elaine sits up and grabs Helen's arm.

ELAINE
(fiercely)
She mustn't -- don't you let her --

HELEN
There, there. Don't you upset yourself --

ELAINE
(wildly)
If she says anything to them I'll
kill her.

The door opens and Mrs. Wyatt enters. She hurries over to
the bed, pushes Helen aside, and takes the sobbing girl in
her arms.

ELAINE
(sobbing)
I don't want to leave you, ever.

Mrs. Wyatt flares at Helen.

MRS. WYATT
What did you do to her?

HELEN
Nothing. The poor child's worried
about Mary --

Turning, she goes to the door.

HELEN
I won't let her say anything --

She exits.

INT. KITCHEN

MED. SHOT. Leaving the door open, Helen enters the kitchen.
She glances back at the bedroom, half smiling, then crosses
to the window and looks out.

EXT. YARD

ANGLED past Helen THROUGH window. Clay is crossing the yard
toward the house.

INT. KITCHEN

MED. SHOT. Helen turns from the window and walks hurriedly
to the second bedroom door. Clay's footsteps cross the porch.
Helen enters the bedroom and closes the door as Clay comes
in. Clay looks around, then seeing the open bedroom door,
crosses to it.

INT. ELAINE'S BEDROOM

ANGLED PAST Clay in doorway. Mrs. Wyatt is holding the sobbing
girl in her arms. She looks over at Clay.

CLAY
Well, I'm off --

Then realizing that something is wrong he steps into the
bedroom.

MED. SHOT

CLAY
(puzzled)
What's the matter?

Hearing his voice, Elaine lifts her head from her mother's
shoulder.

ELAINE
Don't let them stay here, Mr.
Phillips. They'll spoil everything.

Clay looks from one to the other, frowning. Elaine tries to
get out of bed. Her mother holds her.

ELAINE
(wildly)
Take them with you -- Mary's going
to talk to dad -- she's going to
keep talking and talking to me until
maybe I won't want to stay here --

MRS. WYATT
Please take them.

CLAY
I can't --

ELAINE
You've got to -- don't you understand --
they want me with them and they'll
fix it so I have to go --

CLAY
(sharp)
No they won't.

Turning, he exits. Mrs. Wyatt holds Elaine close.

EXT. PORCH

MED. SHOT. Helen stands on the porch in the sunlight. She
glances back. Clay, his expression hard and angry comes out.
He doesn't look at Helen but stalks down the steps toward
the wagon.

MED. SHOT ON WAGON

STEVE
What comes after Z?

MARY
That's the end of the line.

STEVE
(happily)
Then I know my alphabet.

MARY
From A to Z. All you have to do now
is figure out what they mean put
together in words.

ANOTHER ANGLE

Clay comes toward the wagon. Helen stands on the porch.

STEVE
And that's tough, isn't it?

MARY
Without someone to teach you, it's
tough.

Clay appears behind her. Mary turns and smiles.

MARY
He knows his alphabet.

CLAY
That's fine.

STEVE
I'll bet I'd be reading in a week if --

He catches Clay's glance and his face falls.

MARY
Maybe Clay will take up where I left
off.

Steve gets some courage. He comes over to his brother and
faces him.

STEVE
I don't think it's fair --

He pauses; Clay waits.

STEVE
Leaving them here when we could just
as well take them. We got plenty of
room in the wagon. And -- and --
they cook and drive the mules. They
don't bother anybody.

CLAY
Finished, son?

STEVE
(weakly)
There's only two of them now.

Clay moves past them toward the corral. Mary looks after
him, then turning, motions to Helen. Helen starts toward the
wagon.

ANOTHER ANGLE

Clay's horse stands saddled at the fence. He vaults into the
saddle, turns the horse.

CLAY
I'll round up the horses. Throw that
junk in the wagon.

He rides off. Steve, delighted, runs to start loading the
girls' things. Helen hurries into the scene.

MED. CLOSE

Mary and Helen. Mary smiles at Helen.

MARY
(happily)
You were right -- a man has only so
many no's in him. But he had me
worried -- that last one sounded so
final.

Helen nods, looking at Mary as though in admiration.

DISSOLVE

EXT. WYATT RANCH

LONG SHOT - the wagon, followed by the remuda and with Clay
riding ahead moves slowly up the canyon back of the ranch.

FADE OUT

EXT. FOREST TRAIL - DAY FADE IN

LONG SHOT - ANGLED WEST. The forest is fairly open, yellow
pine, lodgepole and fir. To the West can be seen the bald
red granite domes of the higher range. O.s. there is the
SOUND of the cavalcade approaching. CAMERA PANS AROUND and
ANGLES PAST. Toward camera, comes the cavalcade, climbing
slowly. Far in the distance and down can be seen the waste
of desert and the barren hills of Nevada. Clay, a rifle across
his legs, is riding on one side of the wagon. Steve rides
beside Mary, who is driving. The remuda trails behind. Helen,
lying in the wagon bed, cannot be seen.

MED. TRUCKING SHOT

ANGLED PAST Steve. Steve has a copy of Leslie's Weekly open
on the pommel. Helen lies full length in the wagon bed,
occupying herself by giving herself a manicure with an orange
stick.

STEVE
It's a lot tougher than I figured.
Knowin' my letters is one thing. But
makin' sense out of words is harder'n
trackin' weasel after rain.

Clay glances over at his brother. Mary sees him watching.
Their eyes meet. She smiles. He doesn't return the smile.

STEVE
-- and even if I do learn to read,
what use'll it be? I'm goin' to live
on a ranch!

MARY
There's plenty of use for reading --
you'll see.

He sighs and scowls down at the page. He puts his finger on
a word and starts to spell it out.

STEVE
U-n-i-c-o-r-n-... What in heck's
that?

MARY
Unicorn -- a kind of animal --

STEVE
What do they look like?

MARY
Hmmm... sort of like a horse -- with
a horn in the center of its forehead.

STEVE
Horses with horns! Huh! Do we have
'em in Nevada?

MARY
No.

STEVE
How about California?

MARY
Would they be good to eat?

MARY
(not too sure)
Kind of tough, I guess... But you're
not liable to hunt them -- I don't
think there's any alive now, anyways --
and I'm not sure but I don't think
there ever were...

STEVE
Then if they wasn't alive, how can
they be an animal?...

Mary starts to protest -- Steve goes on.

STEVE
An' if you can't hunt 'em and even
if you could they'd be tough, what's
the use of knowin' how to spell them?

MARY
You don't read to fill your stomach...
Poetry, for instance. All the poems
in the world wouldn't fill you half
as much as a bowl of eatmeal -- but
they make you feel good.

STEVE
(stubbornly)
I feel good anyways.

REVERSE SHOT

ANGLED PAST Clay.

CLAY
Don't go arguing with your teacher.

STEVE
I'm not, but there's some of it I
don't see any sense to.

CLAY
There's a lot of things I don't see
any sense to. But make up your mind.
Learn to read or --
(motioning)
-- go back and watch the horses.

He touches his horse with his spurs and rides on ahead.

MED. CLOSE

ANGLED PAST Mary. Steve in the b.g. Mary looks after Clay,
puzzled, wondering. Then she looks over at Steve.

MARY
Well, Steve?

STEVE
(grinning)
Now I know what a unicorn is, what
do we do next?

EXT. FOREST TRAIL

Here the forest has thinned out. The trail climbs a rise,
then drops down. Clay jogs along the trail, his rifle across
his knees. As he reaches the edge of the forest at the crest
of the rise, he suddenly pulls his horse to a stop, swings
around and rides back into the trees. Throwing the reins
over the horse's head, he swings out of the saddle and moves
cautiously to the crest of the hill.

LONG SHOT

Clay's ANGLE. The trail leads down through open country to a
big meadow ringed with lodgepole pine, and across the meadow
to start climbing toward another, higher range of hills.
Three horsemen on roans, Lednov, Peters and McCall, are
crossing the meadow slowly.

MED. SHOT

DOWN ANGLE. Lednov, Peters and McCall as they ride across
the meadow.

CLOSE SHOT

Clay, as he peers down. He cocks his rifle. The voices of
Mary and Steve and the SOUND of the approaching wagon can be
heard o.s. Clay turns his head.

FULL SHOT

the cavalcade. Mary and Helen are in the seat of the wagon.
Steve rides alongside.

MED. CLOSE SHOT

Clay. He lowers his rifle, waves at them to stop and be quiet,
rises and hurries down the hill, CAMERA PANNING WITH him.

EXT. MEADOW

MED. SHOT of Lednov as he pulls in his limping horse, steps,
looking back over his shoulder as though he sensed an
unfamiliar presence. The other two watch him, frowning. Then
he shrugs and glances down at the bad leg of his mount.

LEDNOV
We'll camp on up ahead away. That
leg ain't good...

As they start away, moving slowly toward the trees in the
distance...

MED. FULL SHOT

Clay motions to Mary to stop as he hurries toward the wagon.
Mary reins in the mules.

CLAY
We're staying here until dark.
(motioning)
Pull over to the woods.
(to Steve)
You put hobbles on the horses -- all
of 'em. Get goin'.

DISSOLVE OUT

EXT. HILLTOP - DUSK DISSOLVE IN

LONG SHOT. Clay, in close foreground, stands, leaning on his
rifle. The sun has set and the valley below is in shadow.
There is the silence of dusk. No wind stirs the trees. There
is some light outlining the high mountains -- treeless crags
and domes and spires. Clay turns.

REVERSE SHOT

Down the hill in the forest, is the wagon. Beyond it the
horses stand. Steve is stretched out on his stomach studying
his magazine. Helen is sitting on a tarp playing solitaire.
Clay starts down the hill toward the camp.

MED. SHOT - UP ANGLE

Clay walks through the trees. As he comes around a big yellow
pine, he stops suddenly and looks down.

MED. CLOSE

ANGLED DOWN PAST Clay. Mary lies on the carpet of pine
needles, her head pillowed on her arms, her dress pulled
taut across her chest. She is looking up through the trees
at the fading sky.

ANOTHER ANGLE

Clay stares down at Mary. She does not look at him. She is
aware of his presence, but she doesn't show it. In the soft
light of dusk she is very lovely. Clay is conscious of her
lovliness. He would like to drop down beside her.

CLOSE SHOT

Mary. She turns her face to look at him. CAMERA ANGLE WIDENS.
Clay stands above her, looking down. For a moment their eyes
meet. Clay starts away. CAMERA HOLDS ON Mary.

MARY
Where you goin'? Over to the other
side of the street?

MED. SHOT

ANGLED PAST Mary, who rises slowly. Clay looks back,
hesitates, then crosses to where the horses are tethered and
starts saddling his mare. Mary moves down toward him through
the trees.

ANOTHER ANGLE

Clay tightens the cinch. Mary moves up to stand beside him.

MARY
Are we leaving?

CLAY
It's too light yet.

He swings into the saddle, pulls the rifle out of the scabbard
and lays it across the pommel.

CLAY
Better go on back and get some more
sleep. You'll need it later on.

MARY
(soberly)
You're not going out to look for
them?

CLAY
No, I'm not. All I want 'em to do is
keep ahead of us -- a long way ahead.
So I'm riding up the line aways to
pick us out a new trail.

He touches the mare with his spurs and trots down the hill.
He disappears around a bend in the trail.

ANOTHER ANGLE

Mary, in the f.g., is staring after Clay. Helen is watching
her. Steve has risen and walks up behind her. He smiles at
her.

STEVE
Nobody's gonna catch him sleeping.
Don't worry about him.

MARY
(turning)
Oh, I wasn't worrying.
(flustered)
I saw him saddling up and thought he
was ready to leave.

She starts down toward the wagon, Steve walking beside her
and CAMERA TRUCKING WITH them THROUGH the forest.

STEVE
(softly)
You were worryin'.

Mary glances over.

STEVE
Sometimes not knowin' how to read
has its points. You can't read books
so you look at people and figure 'em
out.

MARY
And you've got me all figured out?

STEVE
Sure.

They have passed Helen, playing solitaire on the canvas, and
have reached the place where the grub box stands. Steve
spreads a tarp for her.

STEVE
I'll fix us somethin' to eat.

Mary sits down. Steve opens the grub box and takes out some
plates, tinned food and hardtack.

STEVE
Like when you were standin' there
looking after Clay. I knew right off
what you were thinking. Because I've
been watching you.

MARY
You were supposed to be reading words.

STEVE
I was doin' both. Here.

He hands her a plate of food, takes another and goes over to
Helen.

ANOTHER ANGLE

Helen looks up from her card game, takes the plate with a
smile.

HELEN
Thanks, Steve.

He grins at her, turns and comes back to Mary who is watching
him.

MARY
Better not let Clay catch you waitin'
on us.

Steve sits on the edge of the grub box and picks up his plate.

STEVE
Don't pay any attention to him. That's
his way and I've found he's sure
easy to get along with. I don't
recollect him havin' hit me more'n a
couple of times and I guess I had it
comin'.

MARY
But you're his brother.

STEVE
He'll treat his wife just as good.
Maybe better. Ever see him use a
bull snake on the mules like other
wranglers?

Mary shakes her head.

STEVE
Yes sir, Clay's nice to be around.
(the clincher)
He don't chew much and when he does
he spits outside.

HELEN
(dryly)
You make him sound wonderful... Go
on. Tell Mary more about him.

Steve looks over at her, embarrassed, a little hurt by her
tone. He rises, takes Mary's empty plate and his own and
goes over to the little spring to wash them. Mary looks
sharply at Helen. Helen shrugs. Mary rises and follows Steve
over to the spring.

MED. CLOSE ON SPRING

Steve kneels by the little pool, washing the plates in the
run off. Mary stops above him.

MARY
She was only teasin'.

STEVE
(offhand)
Oh, sure.

MARY
Let me do that.

She kneels beside him. Steve looks over at her.

STEVE
I like to do things for you. Didn't
you know?

She looks down at the water bubbling up into the little moss
lined pool.

MARY
(softly)
I know now.

DISSOLVE

EXT. TRAIL - NIGHT

CLOSE SHOT - DOWN ANGLE. O.s. there is the SOUND of the
cavalcade moving. A wheel passes camera, then another. CAMERA
PULLS BACK to reveal the wagon passing in the moonlit
darkness. Mary is driving.

ANOTHER ANGLE

Clay rides into the shot, his rifle ready. The wagon follows.
Then the remuda with Steve bringing up the rear. Steve also
holds his rifle ready. Both men are wary, watchful,
apprehensive.

DISSOLVE

EXT. FOREST - NIGHT

FULL SHOT - DOWN ANGLE. SHOOTING DOWN THROUGH the leaves of
a quaking aspen. The cavalcade moves on along the trail.

DISSOLVE

EXT. ROCKY HILLSIDE - DAWN

FULL SHOT. The east is grey with the approaching dawn. The
terrain is treeless, forbidding. Granite crags rise all
around. The trail leads up through a canyon then narrows
along the edge of a cliff. The cavalcade toils forward. Clay,
in the lead, stops and waits for the wagon to come abreast.

MED. SHOT

As the wagon comes abreast, Clay dismounts, loops the reins
over the tail gate, then swings up into the seat, motioning
for Mary to move over. He takes the reins, puts his rifle
down in front of him.

MED. CLOSE - MOVING (PROCESS)

Clay and Mary. Helen is sleeping in the bed of the wagon.

MARY
Don't you trust me?

CLAY
Not on this trail, I don't. I've
been over it before. Anyway, you
ought to be pretty sleepy. Why don't
you climb in back.

Mary glances ahead.

MARY
I like to see where I'm going.

She picks up the rifle and holds it across her knees.

CLAY
(dryly)
Did you ever care where you were
goin' or where you'd been?

Mary glances over at him wonderingly.

MARY
Maybe not! But I want to get there
in one piece.

They ride along in silence for a moment. The trail is rough.
The jolting wagon throws them together. Their shoulders touch.

MARY
(softly)
Why did you change your mind about
bringing us along?

CLAY
Why do you think?

MARY
(soberly)
I don't know. I thought I did. Now
I'm not sure. I thought it had
something to do with me.

CLAY
Oh, it did. It had a great deal to
do with you.

Mary studies him, trying to figure out what he means.

MARY
Just how do you mean that?

Clay is busy with driving down the rough road. He speaks
without looking at her.

CLAY
You know so much about me -- figure
it out.

MARY
So that's it --
(he glances over)
You think I was making fun of your
girl in gingham.

CLOSE SHOT

Helen. She lies in the bed of the wagon, looking up.

MARY'S VOICE
I wasn't. And I wasn't making fun of
you or your dream.

She waits for an answer, but getting none, continues.

MARY'S VOICE
Of course, maybe I was trying to get
you to do something you didn't want
to do.

MED. CLOSE SHOT - MOVING (PROCESS)

Clay and Mary. Clay busies himself with the brake and the
reins.

CLAY
You wouldn't do a thing like that,
would you?

MARY
(softly)
Yes. But -- that was the other night.
Now -- I don't think I would.

MED. LONG SHOT - ANGLED AHEAD

Clay and Mary in f.g. The trail now goes down a slope to a
river, which boils out of a narrow canyon, then follows the
river through the canyon. Clay hands the reins to Mary, takes
his rifle.

CLAY
That's the West Walker. Take it easy
now.

MED. SHOT

Clay swings down. The wagon moves past him. He frees his
horse, swings into the saddle and gallops down toward the
canyon.

CLOSE SHOT

Mary. She looks after him.

FULL SHOT

The wagon moves down toward the river. Clay disappears into
the canyon. Steve and the remuda follow the wagon.

EXT. CANYON TRAIL

ANGLED TOWARD mouth of canyon. Clay rides along the trail,
his rifle at the ready. Now he moves warily, keeping a sharp
lookout. The canyon is dark, sinister.

REVERSE SHOT

The cavalcade enters the canyon.

ANOTHER ANGLE - SHOOTING DOWN

Clay rides toward camera. The trail curves around a cliff.

MED. SHOT

Clay. He rides around the bend in the trail. He hears
something. He reins the horse in. Some pebbles rattle down
the cliff. He looks up.

FROM CLAY'S ANGLE

The muzzle of a rifle is visible. Clay starts to bring his
gun up.

FOWLER'S VOICE
Hold it!

DOWN ANGLE

Clay lets his rifle rest across his knees. He looks up.
Fowler, a well-set-up young man in jeans, blue shirt and
worn jacket and wearing a battered hat, moves into scene.

CLOSE SHOT

Clay. He is wary, puzzled as to the man's identity. For all
he knows it may be one of Lednov's men.

MED. SHOT

Clay and Fowler.

FOWLER
What are you doin' on this trail?

CLAY
Followin' it. Any reason I shouldn't?

MED. LONG SHOT

SHOOTING PAST Fowler. Into view comes the wagon and the
remuda. Fowler lowers his rifle. He slides down the cliff to
stand beside Clay.

MED. CLOSE

Clay and Fowler.

FOWLER
My name's Fowler. I'm camped up a
ways.

He extends his hand. Clay shakes it.

CLAY
Clay Phillips of Aspen. Been havin'
trouble?

FOWLER
Nope. But I don't want any.

CLAY
Neither do we. That's why we took
this trail instead of the main road,
and drove all night.

FOWLER
You're welcome to use my camp.

He motions ahead, starts walking. Clay rides beside him.

DISSOLVE

EXT. MEADOW

FULL SHOT. The river is beyond the meadow. In the pine forest
at the edge of the meadow is Fowler's camp. The cavalcade is
driving up to the camp. There are two horses tethered in the
meadow.

EXT. FOWLER'S CAMP

MED. FULL SHOT. A tarp is stretched over the camp. There is
a crude stone fireplace, a rough table and two benches.
Shelves are nailed between the trees. In a small lean-to
there is a bunk with Fowler's bedroll on it. Fowler stands
watching Mary and Holen as they get out of the wagon. The
horses sproad out across the meadow. Steve and Clay dismount.
Both unsaddle. Helen, Mary and Fowler exchange glances. Then
the two women walk toward the camp, which is behind a screen
of trees.

MED. CLOSE ON CAMP

Helen and Mary enter the camp.

MARY
We might as well start a fire.

HELEN
Go ahead.
(nodding off)
Get in training for the pioneer life.
I'm finding the nearest body of water
and climbing into it.

She goes off and across the meadow. Mary looks after her,
shrugs and going to the fireplace, takes moss and twigs from
the pile and puts them in. Clay, carrying saddle bags and
canteens, enters.

MARY
Got a light?

He puts them down, goes over to the fireplace and kneels to
light the moss. Mary has stepped back.

CLOSE SHOT - LOW

As he lights the fire, the lower portion of Mary's body comes
into the shot. Clay becomes aware of her closeness. He rises
slowly. CAMERA ANGLES UP. Mary is standing facing him, almost
touching him. They stare at each other without speaking.
Both suddenly move togother. They kiss. There is a SOUND
over shot and they step apart, looking off.

ANOTHER ANGLE

Steve has come into scene and is looking at them. He smiles
with pleasure and surprise.

STEVE
(innocently)
Want the wagon unloaded, Clay?

CLAY
(upset)
Just the grub box and bed rolls.

Steve nods, smiles at both of them and goes out of scene.
Clay and Mary face each other. Suddenly Clay swings around
and goes out of shot after his brother.

CLOSE SHOT - MARY

She looks after him, clearly in love, disappointed that they
were interrupted. Then she turns to the fire.

MED. CLOSE SHOT

Clay and Steve. CAMERA MOVES AHEAD of them as they walk toward
the wagon. Steve has begun to whistle blithely. Clay looks
sideways at him. Steve whistles even louder. They stop at
the wagon. CAMERA HOLDS. Steve climbs inside and hands down
the grub box.

STEVE
I -- I think it'll be swell.

Clay puts the grub box on the ground. Steve tosses out the
bed rolls, then jumps out. He grins up at Clay.

MED. CLOSE

Clay, embarrassed, puts his hand on the boy's shoulder.

CLAY
When you get older you'll understand
things better. Like women and men.
Just because a man kisses a woman,
doesn't always mean -- well, he can
kiss her and not want to -- have her
around all the time.

Steve watches him, puzzled. His exuberance has gone.

CLAY
We got a lot to do, you and I. Gettin'
that ranch started and everything.
We've been getting along fine, all
these years. For a while I want to
keep it the way it is.

Abruptly Clay turns and indicates the grub box. Steve watches
him.

CLAY
Take that in and help her get
breakfast, will you?

Steve nods and carries the grub box out of the scene. Clay
stares after him. Then he picks up the bed roll and moves
around the wagon.

ANOTHER ANGLE

Clay in the f.g. In front of Clay stretches the meadow with
the river beyond. The horses are grazing in the meadow. Fowler
can be seen hurrying toward the aspens and alders that screen
the river.

EXT. RIVER BANK

MED. SHOT. Here the river moves quietly down. The bank is
sandy. Alders and aspens screen it from the meadow. Helen
sits on the sand taking off her shoes and stockings. Her
toilet box is beside her. Something on the bank catches her
attention, she rises and climbs the bank. Some branches of
aspen cover an object. She pulls the branches away, revealing
a crud, miner's cradle or rocker.

MED. CLOSE

Helen stares down at the cradle. She doesn't know what it
is.

FOWLER'S VOICE
(sharp)
What are you doing down here?

Helen, startled, turns.

ANOTHER ANGLE

Fowler and Helen. They stare at each other.

FOWLER
(curt)
You got no business snoopin' around --

HELEN
(hard)
Me snoopin'? I came down here to
take a bath.

She glances from Fowler to the cradle.

HELEN
That something I shouldn't see?

FOWLER
(flustered)
No. But it's mine and I didn't want
anyone foolin' with it.

Hurriedly he covers it with branches again. Helen watches
him, curious, interested.

HELEN
What is it?

FOWLER
Just a thing I was workin' on.

HELEN
The way you act, it must be something
pretty secret.

When Fowler doesn't explain she moves on down the bank and
sits on the sand.

FOWLER
Go on. Take your bath. I'll beat it.

HELEN
You wouldn't have a smoke on you,
would you?

Fowler comes over and sits down beside her. He takes [a]
sack of tobacco and papers from his pocket. She reaches for
them. He watches her wide-eyed as she rolls a cigarette. He
holds a match for her.

HELEN
Thanks.

She turns to the toilet case on the sand beside her, takes
out a comb. He glances at the box, then reaches over and
from it takes her powder box. He sniffs it. Without
irritation, as though borrowing a toy from a child, Helen
takes the powder box from him.

FOWLER
That sure smells good.

HELEN
I like it.

FOWLER
Up here in the hills, a man gets a
hankering to smell powder.

HELEN
Then why stay in the hills.

She looks at him then up the bank where the cradle is.

HELEN
That why?

Fowler hesitates. Helen hands him back the powder box as
matter-of-factly as she took it. He accepts it gratefully,
again putting it to his nose. Now he looks up at her,
regarding her calculatingly for a moment or two. Their eyes
meet.

FOWLER
I guess you can keep a secret. That's
a gold rocker. I'm doin' a little
placer mining in a place nobody ever
thought to look for gold before.

He reaches to his throat and lifts over his head a braided
loop of rawhide. Attached to the loop is a small, plump,
soft-leather poke. Still holding the powder box, he passes
her the poke. She starts to work with the thong.

FOWLER
Look at her -- see her shine. One
week's work.

Helen still struggles with the thong. He takes the poke,
pulls it open, pouring grains of gold into his palm. Helen
looks at the shining heap in his hand. Then she takes the
poke and pours some of the grains in her own palm. She looks
down at it. Her expression is calculating. She looks up at
Fowler and then the hard look goes away. She gives him a
soft smile.

DISSOLVE

EXT. MEADOW

CLOSE SHOT - DOWN ANGLE. Mary is asleep in the shade of a
pine. She lies on a tarp using a folded blanket for a pillow.
It is very quiet. She stirs, opens her eyes. Her expression
changes. A soft smile plays around her lips as CAMERA ANGLE
WIDENS and we see Clay sitting near her, leaning against the
bole of a pine. He isn't looking at her. Mary watches him
for a moment.

MARY
(softly)
Roll me a cigarette, Clay.

Clay looks over at her. Then rising he moves closer, squats
and rolls a cigarette. He holds it out. She licks it, then
puts it in her mouth. Clay lights a match, holds it out. She
catches his hand and holds the flame to her cigarette.

MARY
Thanks.

She still holds his hand. They look at each other.

MARY
Why didn't you wake me?

Clay doesn't answer.

MARY
You should have. I don't like leaving
things unfinished.

CLAY
(quiet)
Maybe it's better that way.

MARY
(intense)
You don't mean that Clay.

She holds his hand, smiling up. Clay hesitates, then desire
for her is more than he can bear, so he takes her in his
arms. They kiss, holding the kiss for a long while.

ANOTHER ANGLE

They break. She lies looking up. He half lies, half sits
beside her.

MARY
(a whisper)
Tell me, darling.

CLAY
What?

MARY
What does a man usually tell a girl?

For answer, Clay kisses her again -- hard, ruthlessly. His
hands crush her shoulders. Mary holds the kiss for a moment,
then draws back, waiting for him to say the words she wants
to hear. His hands pull her toward him. Mary wants the kiss --
but she also wants a declaration of love. She makes one last
try to get it.

MARY
Tell me -- please --

Clay's grip on her shoulders tightens. She searches his face
with a glance -- stares into his eyes -- then pushes him
away and sits up.

CLOSE SHOT

Mary. She is hurt by his silence.

MARY
All right you don't love me. So let
it go at that.

CAMERA ANGLE WIDENS. Clay's expression hardens. He drops his
hands from her shoulders.

CLAY
What did you expect? Speeches I don't
mean?

MARY
I don't expect anything. A minute
ago I hadn't cuite waked up.

She stands. He rises to face her.

MARY
I'm awake now. Go on. Say what you
want to say. I'll listen.

CLAY
If it's pretty speeches you want,
you won't be hearing them. Even when
I mean 'em, they don't come easy.

MARY
Save 'em for the girl in gingham.
Just tell me I'm not good enough for
you. Go on. Say a woman like me can't
change.

CLAY
All right -- it's said!

MARY
Then let's get started. The sooner I
get to Sonora, the better I'll like
it.

Turning she starts down toward camp.

MED. LONG SHOT

ANGLED PAST Clay. Below is the camp. Beyond the camp, through
the trees, stands the wagon and Steve is hitching up the
mules. Clay hesitates, then follows.

CLOSE TRUCKING SHOT

Mary. Tears form in her eyes. She blinks them away, composing
herself with an effort.

EXT. CAMP

MED. SHOT - Helen and Fowler in f.g. Helen sits at one side
of the table, Fowler on the other. Helen holds the soft
leather poke. In the b.g. Mary approaches. Behind her comes
Clay.

HELEN
You're sure there's more where this
came from?

FOWLER
Plenty more.
(motioning)
And somewhere up there's the lode,
the rock rotten with it.

Helen pours the gold out in her palm as Mary comes up. Mary
stands looking down.

HELEN
Pretty, isn't it? And all you have
to do is shovel sand into a thing
and the river does the work.

ANOTHER ANGLE

Clay enters the scene and goes over to pick up his saddle
bags.

MARY
(quiet)
Give it back to him. We're leavin'.

HELEN
Maybe you are. I'm not.

She reaches over and pats Fowler's hand.

HELEN
I'm stayin' here with Jed.

Mary looks from Helen to Fowler.

FOWLER
(shyly)
I figure we'll get along just fine.

HELEN
Well cheer, why don't you? No more
responsibilities, Mary. Marcia --
Elaine -- me -- all taken care of.
Down there feeding horses and raising
kids, you won't have a thing to worry
about.

Mary stands looking down at Helen. Lovingly Helen pours the
gold back in the poke.

MARY
I'm not raising horses or kids for
anybody. I'm opening the slickest
gambling house in California with a
crystal chandelier, the biggest you
ever saw --

Clay, saddle bags in hand, straightens. Mary directs the
rest of the speech at him.

MARY
-- Gaslights and a dance floor and a
big bar. Cash registers with bells
and a couple of boys with armbands
just to keep 'em ringing. What do
you think of that?

HELEN
Sounds fine. Only that isn't how
it's going to be.

Helen juggles the poke in her hand.

HELEN
I'm sure of this. But not of you.
(shakes head)
You won't open any joint. I've been
watching you change. You're mad now
and you think you can change back.
But you can't. You'll end up making
beds in a boarding house.

MARY
(furious)
That's it then.

FOWLER
(the master)
That's it. She's staying with me --
for keeps.

ANOTHER ANGLE

Steve has entered the camp and is standing looking at them
open-mouthed. Mary moves over to Fowler and holds out her
hand.

MARY
If there were more men like you,
there wouldn't be so many of us.

FOWLER
Thanks.

MARY
It's nice to meet a man who doesn't
want to own a woman from the day she
was born. I never had the luck. The
only kind I've run into were tramps
or dirty-minded hypocrites.

Clay moves up beside Mary.

MED. CLOSE

Clay, Mary and Fowler.

CLAY
(to Fowler)
She's aimin' at me, but her aim's
bad.
(to Mary)
Want to know why I changed my mind
about bringing you? Because I talked
to Elaine -- because I was afraid to
leave you with decent people, that's
why. And you'll open your joint all
right. You wouldn't fit anywhere
else.

He moves on past her, motions to Steve.

CLAY
Let's round up the horses.

Steve hesitates.

CLAY
(sharp)
Come on -- we don't want to keep the
people in Sonora waiting.

He stalks away, followed by Steve. Mary turns and looks after
him.

CLOSE SHOT

Mary. She wants to break windows.

MED. CLOSE SHOT

Mary, Fowler and Helen. Helen is staring at Mary. She crosses
to her and puts her arm around her shoulders.

HELEN
Mary, Honey. I talked too much, like
always -- he thinks you told Elaine
the things I told her.

MARY
(furious)
I don't care what he thinks.

Mary throws her arm off and moves after Clay and Steve. Helen
looks at Fowler and shrugs.

MED. SHOT

the wagon. As Mary hurries up to stand by the tail gate,
Clay and Steve, now mounted, spur their horses and start
across the meadow.

CLOSE SHOT

Mary. She stares after them, raging. Then she glances at the
wagon.

ANOTHER ANGLE

Mary in f.g. The mulos stand in their traces, waiting. Mary
makes up her mind what to do. Climbing into the bed, she
heaves out pack saddles, bed rolls, ropes, etc. Clay and
Stove can be seen in b.g. riding down toward where the horses
graze.

MED. SHOT

ANGLED TOWARD camp. Into the scene come pack saddles, bed
rolls. Helen and Fowler, in b.g., walk toward the wagon.

MED. CLOSE SHOT

wagon. Mary straightens, looks off, then climbs into the
seat and picks up the reins and the whip. She lashes the
mules with the whip. CAMERA ANGLE WIDENS. The mules jump and
gallop off. Fowler and Helen come into the scene.

ANOTHER ANGLE

the wagon, pulled by the galloping mules, is disappearing in
a cloud of dust.

MED. SHOT

the meadow. Clay and Steve have almost reached the horses.
Steve turns.

STEVE
Clay -- look!

Clay swings around.

LONG SHOT

their ANGLE. Mary drives the wagon around a bend in the trail.

MED. CLOSE SHOT

ON Clay. He glances after Mary, then reins his horse around
and gallops after her, CAMERA PANNING WITH him.

EXT. TRAIL

MOVING SHOT. Mary drives the wagon along the trail. Ahead
beyond the river, the mountains rise. The river is running
bank full. The trail leads down to a rocky, dangerous bank.
Mary pulls the mules in at the bank.

CLOSE SHOT

Mary. She looks toward the river. She is frightened, about
to abandon the whole foolish enterprise. She glances back.

LONG SHOT

FROM Mary's ANGLE. Clay gallops around a bend in the trail.

CLOSE SHOT

Mary. She looks in Clay's direction, then turns and stares
at the river.

MED. SHOT

ANGLED PAST Mary. She makes up her mind to go through with
it and lashes the mules with the whip. CAMERA ANGLE WIDENS.
The mules balk when they reach the river. Mary lashes them
again. They jump forward into the torrent.

REVERSE SHOT

Clay gallops toward the river. Steve comes around the bend
in the trail.

MED. FULL SHOT

the river. The mules flounder, start swimming. The current
catches the wagon. It starts drifting downstream. Mary whips
the mules. They swim, the current pulls them. Then the wagon
goes over. Mary is thrown into the water. The mules kick
themselves free and swim to the other bank. Mary goes under,
comes up and starts swimming desperately. Clay rides into
the SHOT. His mare hesitates at the bank. Clay spurs her and
she plunges in. Mary's belongings can be seen floating down
the river.

ANOTHER ANGLE

Clay swims his horse toward Mary who is floundering in the
stream.

CLOSE SHOT

Mary. The current sweeps her against a rock. Stunned -- she
goes under.

MED. SHOT

Clay swims his horse to her, reaches down and lifts her up
in front of him.

ANOTHER ANGLE

Clay's horse, with the double burden, fights her way out of
the stream and scrambles up the bank to stop on level ground.

MED. CLOSE

Clay and Mary. Clay, his expression anxious, stares down at
the stunned Mary. He swings out of the saddle, holding her
tenderly to him. The brush with death has made him realize
how much she means to him. Gently, he puts her down on the
sand, stoops beside her.

ANOTHER ANGLE

Clay and Mary in f.g. Steve swims his horse across and rides
up the bank to dismount near them.

CLAY
Mary --

MED. CLOSE - DOWN ANGLE

Mary opens her eyes and sits up

CLAY
(anxiously)
Are you all right?

Mary is humiliated, bedraggled and wet, still angry and
fighting back tears.

MARY
(sharp)
No, I'm not all right. I'm soaked
and I hit myself against that rock.

CLAY
(nettlod at her tone)
I suppose that's my fault.

Mary gets to her feet. CAMERA ANGLE WIDENS. Steve stands in
the b.g. She looks out at the river.

MARY
(wailing)
All my clothes --

CLAY
That's right -- worry about your
clothes --

ANOTHER ANGLE

to include wagon in river. Clay, suddenly furious, points to
the wagon.

CLAY
What about my wagon. Of all the crazy
fool things to do. You lose a man's
wagon because you're stupid and then
yell about your clothes.

This is the last straw. Mary turns her back, digs into her
stocking and pulls out some bills. She hands them to him.

MARY
For the wagon.

Clay looks at Mary, then down at the money.

MARY
Go on, take it. Then you can't spend
the rest of the trip expecting to
get paid.

CLAY
(furious)
There won't be any rest of the trip.
Over the hill is a stage road and
when we hit it you get dumped into
the first stage that comes along. So
keep your money. You'll need it for
the fare. I'm fed up with you. I was
fed up with you before we started.

He turns and sees Steve standing scowling at him. He takes
the rest of his anger out on Steve.

CLAY
Don't just stand there. Go on back
and get the packs on the horses.
We've lost all the time we're going
to because of a woman.

Clay strides over to his horse and swings into the saddle.
Steve stands looking at Mary.

CLAY
Come on. Didn't you hear me?

As he plunges his horse into the stream:

DISSOLVE

EXT. RIVER

FULL SHOT - the lower ford. Where the main road crosses the
river, it flows gently, with sand banks on either side. Three
horsemen appear around a bend in the trail and ride down to
the riverbank. They are Lednov, McCall and Peters. Lednov's
horse is limping badly. They ride into the river.

REVERSE ANGLE

The horses swim to shore and flounder up the bank, Lednov's
horse last. As the horse starts up the bank Lednov sees
something o.s. and reins the horse in.

MED. SHOT

FROM Lednov's ANGLE. A piece of clothing floats down the
river. Lednov rides down the bank into the water. He reaches
down awkwardly and gets the piece of clothing, then turns
and rides back up the bank.

ANOTHER ANGLE

The two others have turned and are watching him. He rides up
to them, holding out one of Mary's undergarments.

MCCALL
We got company. Female company.

LEDNOV
(looking at the garment)
Yeah, we sure have.

He turns to scan the river.

ANGLED PAST THEM - AT RIVER

Mary's trunk comes floating by. The three men look at each
other, then Lednov turns his horse and starts up the bank of
the river. The others follow.

DISSOLVE

EXT. PEAKS OF THE SIERRA NEVADA MOUNTAINS

EXTREME LONG SHOT. The long pine-covered approaches, and the
glistening summit; the early snow covering the rocks with a
thin layer of white. CAMERA PANS DOWN FROM the heights of
the mountains, TO the narrow trail that winds among the trees.
Clay passes, and behind him the pack-horses and the romuda.
Following the remuda comes Mary. She is dressed in a pair of
Steve's pants and wears one of his shirts under her own coat.

MED. SHOT

Mary, as she swings with the movement of the horse. She is
tired. She wears no makeup. But she looks as unaffectedly
beautiful as we have ever seen her.

MED. FULL SHOT

the trail. It turns steeply, doubling back, and new Clay is
directly above her. He looks down at her, but she disregards
his glance. We feel that he might speak, but her cold
restraint prevents him. The wind whistles through the trees.
The slow plodding noise of the horses becomes more distant.

DISSOLVE

EXT. UPPER FORD - NIGHT - MOONLIGHT

MED. FULL SHOT. Lednov, McCall and Peters ride slowly through
the brush to where the trail enters the river. Downstream,
wedged in the rocks is the wagon. The three men look at the
wagon, then turn to look back along the trail.

LONG SHOT

their ANGLE. Fowler's campfire flickers through the trees.

MED. CLOSE

the three men. They look at each other. Lednov motions in
the direction of Fowler's camp. They start back along the
trail.

EXT. MEADOW - NIGHT

FULL SHOT. The three men ride along the trail toward the
camp. Through the trees the campfire flickers.

EXT. FOWLER'S CAMP - NIGHT

MED. SHOT. Fowler is putting the supper dishes up on the
shelves beside the fireplace. The camp is cleaner than it
was earlier in the day. It is evident that he has gone to
great pains to make his visitor comfortable.

A mirror has been tacked up on a tree, and under it is a
wash basin. Fowler's rifle and shotgun are in a rack near
the fireplace. Helen's trunk stands open near the lean-to.
Helen, wearing a robe, takes some clothing from it, closes
the trunk.

HELEN
You can put this out of the way,
Jed. It's empty.

Fowler turns and smiles. Helen pushes through the curtains
into the lean-to. Fowler puts the last of the dishes on the
shelf, crosses to the trunk and moves it over to the side of
the lean-to. Turning to go back to the fireplace, he stops.

ANOTHER ANGLE

Fowler in the f.g. Lednov, rifle in hand, stands just inside
the camp on the meadow side.

FOWLER
(turning slowly)
What do you want?

Lednov moves slowly forward to stand near the table. He looks
around him. Fowler starts slowly toward the fireplace.

LEDNOV
I saw your fire and dropped by to
say hello.

FOWLER
Well, say it.

Trying to be casual, Fowler moves closer to where the guns
are racked.

LEDNOV
What's the matter -- restless?

FOWLER
Yes, people make me restless.

LEDNOV
Even women?

FOWLER
There aren't any women here.

LEDNOV
I suppose that's your wagon in the
river.

FOWLER
Some people who went by this way
lost it.
(nervously)
Two men and some women. They packed
their stuff on horses and went on.

LEDNOV
And you're all alone.

FOWLER
Yeah.

He has edged closer to the gun rack. Lednov seems unaware
that he is near the guns. His interest is centered on the
lean-to. He moves to the entrance, stands with his hand on
the canvas.

LEDNOV
Suppose I take a look.

FOWLER
Go ahead.

Lednov pulls back the flap. His back is to Fowler, who starts
quickly for the tree, only to stop as McCall comes out from
behind it.

MCCALL
Looking for something?

Fowler drops his hands to his side. Lednov turns, grins at
Fowler, and enters the lean-to.

INT. LEAN-TO - NIGHT

The shelter is dark. Lednov strikes a match and looks around.
The place is empty. There is a bunk, made up. On the left
hand wall a curtain of gunny sacks covers the clothes hanging
there. The match burns down to Lednov's fingers. There is a
SOUND of a scuffle outside a blow, and a groan. Lednov drops
the match and hurries out.

EXT. CAMP - NIGHT

Lednov comes out of the lean-to. Fowler is sprawled by the
table. McCall stands over him, rifle raised.

LEDNOV
Hold it, Mac.

EXT. BACK OF LEAN-TO - NIGHT

MED. CLOSE SHOT. Helen stands flattened against a tree.

LEDNOV'S VOICE
Get up.

Cautiously Helen starts moving away.

EXT. CAMP - NIGHT

MED. SHOT. Fowler pulls himself to his feet. Mac stands near
him.

LEDNOV
Come on. Where'd the women go?

Fowler sinks on a bench, his head in his hands. Lednov moves
closer.

LEDNOV
When I ask questions, I like to hear
answers.

FOWLER
They went on like I told you.

EXT. FOREST - MOONLIGHT

MED. SHOT. Helen cautiously moves away from the camp.

LEDNOV'S VOICE
How long ago?

FOWLER
Five, six hours.

A twig snaps underfoot. Helen freezes.

EXT. CAMP - NIGHT

MED. SHOT. Lednov is staring off in the direction of Helen.
McCall moves to the edge of the lean-to, looking off.

EXT. FOREST - NIGHT

MED. CLOSE SHOT. Helen starts forward again, more cautiously
than ever. She reaches a tree, turns to look back.

ANOTHER ANGLE

Helen, back to camera, is in immediate f.g. Through the trees
can be seen the camp and the flickering fire. She turns, and
then fright comes into her expression.

REVERSE SHOT

Peters stands in front of her. As he reaches out for her,
she tries to get away. He grabs her, wrapping his arms around
her.

EXT. CAMP - NIGHT

MED. SHOT. From o.s. comes the SOUND of Helen and Peters
struggling. Fowler, hearing the SOUND, gets to his feet.
Lednov and McCall turn on him.

LEDNOV
Sit down.
(calling)
All right, Peters, come on over here.

EXT. FOREST - NIGHT

MED. SHOT. Peters, carrying the struggling Helen, heads for
the camp.

EXT. CAMP - NIGHT

ANOTHER ANGLE. Fowler makes a futile dive for Lednov. McCall
swings his rifle. Fowler goes down. In the b.g. Peters drags
the struggling Helen around the lean-to into the camp.

LEDNOV
(to Fowler)
So you were all alone.

He moves forward to meet Helen and Peters. Lednov reaches
out for Helen. Peters pulls her away.

PETERS
(sharp)
You keep your hands off.

McCall has taken his attention from Fowler and gives it to
Helen. Unnoticed now, Fowler is struggling back to
consciousness. He tries to pull himself up. McCall turns
back and kicks him again.

HELEN
(yelling)
Let him alone!

She rakes Peters' face with her fingernails, tries to fight
free. Lednov reaches out and grabs her arm. Peters knocks
his arm down. Free for the moment, Helen launches an attack
on McCall, who is getting ready to boot Fowler again. She is
on him like a cat, swarming all over him. He defends himself.
Helen is yelling furiously as she fights McCall.

HELEN
Kick a guy, would you! You scum! You
won't do any kickin' when they come
back.

Lednov has reached her now. He wraps his arms around her and
pulls her away from McCall. Helen tries to fight him.

HELEN
You dirty murderers... killin' people
when they're sleepin'...

Lednov pinions her arms.

LEDNOV
How do you know who we are?

HELEN
Everybody knows --

LEDNOV
(excited)
Who brought you here?

Helen doesn't answer. Lednov starts twisting her arms.

LEDNOV
You said somebody was comin' back --
who's comin' back?

HELEN
(moaning)
Stop it --

As the pain increases she blurts out Clay's name.

HELEN
Clay Phillips.

LEDNOV
Where is he?

HELEN
Up the trail.

In a fury, Lednov crushes her arm.

LEDNOV
How far up the trail?

HELEN
(moaning)
I don't know -- I don't know.

He hurls her from him. She goes back against the table. Fowler
is trying to struggle to his feet. In blind rage, Lednov
raises his gun and fires. Fowler crumples. Helen looks down,
too horrified and terrified to scream. Lednov looks at her,
then almost casually he shoots her. McCall and Peters stand
watching as though frozen.

PETERS
(huskily)
You didn't have to do that.

LEDNOV
(deadly)
Why not? She might have got to Clay
Phillips before I did.

AS HE TURNS,

FADE OUT

EXT. OPEN RIDGE FADE IN

MED. FULL SHOT - ANGLES east. Behind the ridge rises the
range through which the pass to Nevada cuts its way. The
trail which has dipped down into a canyon comes up to follow
the ridge a ways and then drops down again. Lednov, McCall
and Peters ride along the trail. Lednov, in the lead, stops
suddenly and looks off.

EXTREME LONG SHOT

DOWN ANGLE from Lednov's point of view. Far below is a meadow
and crossing it is a wagon road. This is the road from
Yosemite to Sonora. The road comes down the hill to the south
and, as the forest is open at this point, anything approaching
along the road can be seen for some distance. It crosses the
meadow and continues into the northwest. In the meadow is a
snake-rail corral. Clay's pack train comes out of the woods
above the meadow and starts down.

MED. SHOT

McCall, Lednov and Peters. Lednov motions to his men and
they hurriedly ride forward into the shelter of some trees.

MED. SHOT

the pack train. Mary, half asleep, slumps forward. Her horse
has stopped. Steve rides up alongside and looks over at her,
anxiously.

STEVE
Are you all right?

Mary starts into wakefulness. She smiles at Steve.

MARY
For the last ten miles I've been
trying to figure out how to sleep
sitting up. I'm getting to the point
where I don't think there's any place
named Sonora.

STEVE
It's a long ways yet.
(arrogantly, to Clay)
I figure we ought to camp. She's
tired.

CLAY
So am I and so are the horses.

He rides on ahead. Steve looks after him, annoyed, then
follows with Mary.

EXT. MEADOW

Clay leads the pack train out into the clearing and toward
the road. A small creek threads its way through the meadow.
Clay rides up to the creek and swings out of the saddle. He
is taking the saddle off as the others ride up.

CLAY
(to Steve)
Take the packs off. And run the horses
into the corral.

He throws the saddle down, takes his rifle out of the
scabbard. Steve doesn't move.

CLAY
I said take the packs off.

He starts off past Mary, glances up.

MED. CLOSE SHOT

Mary leans wearily forward on the pommel, too tired to
dismount.

CLAY
(gruffly)
I figure we'll make better time,
letting the horses rest for a spell.

Mary looks down at him. She is hoping he will reach up and
lift her down.

CLAY
So grab yourself some sleep while
you have the chance.

MARY
If you want to go on, I can make it
all right.

CLAY
Like I said, I was thinkin' of the
horses.

He turns a way abruptly and goes toward the road. Mary looks
after him, disappointed. Steve comes over and helps her down.

MED. SHOT

Steve and Mary. Steve spreads a tarp on the grass.

STEVE
You stretch out. I'll fix something
to eat.

MARY
(sitting)
Thanks, Steve.

Steve goes back and starts unpacking the horses. Mary looks
off in Clay's direction, then stretches out and pillows her
head on her arm. Now the sun is coming up and driving the
darkness out of the meadow. In the distance Clay can be seen
climbing up on a rise.

MED. CLOSE SHOT

Clay. He climbs up on an eminence and looks back toward the
hills.

LONG SHOT

his ANGLE. The open ridge. There is no sign of Lednov.

ANGLED PAST CLAY

INTO the meadow. Steve has unpacked the horses. They graze
inside the crude corral. Steve is collecting wood for a fire.
Clay hurries down toward him.

MED. SHOT

Steve squats beside the pile of needles, twigs and pine cones.
He strikes a match and sets the needles aflame. Clay hurries
into the scene and roughly kicks the fire out. Steve rises.

CLAY
(angrily)
If you want 'em to find us, why don't
you go up on the hill and wave your
shirt or fire your rifle.

Steve is ashamed of his thoughtlessness and for a moment is
apologetic.

STEVE
I didn't stop to think, Clay.

CLAY
(short)
You better start.

Clay turns and goes over to where the packs lie. He kneels
beside the pack, rummages in them for hardtack and tinned
food. Steve looks after him.

CLOSE SHOT

Steve. He is hurt and angry. Knowing he was in the wrong
about the fire doesn't help matters. He'd like to go off in
the woods and cry, but that's out of the question. Instead
he follows Clay and stands above him.

MED. CLOSE SHOT

STEVE
Maybe you and me better split up
when we hit Sonora.

Clay speaks without looking up.

CLAY
(mildly)
All right, I hurt your feelings. But
you know better than to go lightin'
fires.

STEVE
That ain't why. I just figure it's
about time to start runnin' my own
life.

Clay spreads the food on a tarp, sits down and starts eating
a hardtack.

CLAY
Maybe you're not hungry, but I am.

Steve stares down at him angrier, more hurt than ever.

CLAY
Come on. We got a couple hours to
eat and get some sleep.

STEVE
I'll eat when I'm good and ready.

CLAY
Kind of feeling your oats this
morning. I haven't laid a hand on
you for quite a while, but that
doesn't mean you're too old.

STEVE
What makes you think you're so
almighty? Telling people what to do
and how to act when you don't even
know how yourself.

[As this scene continues, there is heard, faintly o.s. the
SOUND of little bells, the kind that teamsters put on the
hames of their horses. Over the hill, in the direction of
Yosemite, a stage is approaching. It is coming slowly uphill.
Soon it will be visible on the rise about a mile south of
the meadow.]

ANOTHER ANGLE

SHOOTING TOWARD Steve and Clay PAST Mary. She is asleep.

STEVE
You ain't even man enough to own up
when you're wrong.

Clay rises and stands facing Steve.

STEVE
Go on, hit me.

CLAY
Sit down and eat. Till I say the
word, you're doing what you're told.

STEVE
You oughta say you're sorry -- that's
what you oughta do.

CLAY
You keep your nose out of my life,
young fella.

STEVE
Maybe I haven't lived as long as you
have, but I know a sight more about
people and I wouldn't talk to a mule
like you talked to her and, if I
did, I'd say how sorry I was. I'd be
man enough to do that.

Steve's voice rises during this speech. In f.g. Mary stirs
and opens her eyes. Then she sits up.

CLAY
I said keep your nose out of my life.
No kid is going to tell me how to
run it.

STEVE
You think you're so slmighty -- smart --
Who are you to sit up there and say
nobody's good enough for you, like
you said yesterday -- just because a
man kisses a woman --

Mary has risen. She is listening to Steve. She is also
listening to the bells.

LONG SHOT

her ANGLE. Over the rise comes the stage. It is still a long
way off.

STEVE'S VOICE
-- doesn't mean he wants to marry
her.

ANOTHER ANGLE

to include all three. The brothers still don't see Mary.

STEVE
Well, if you didn't mean it, why did
you kiss her?

Clay is ashamed but won't show it. He puts his hand on Steve's
shoulder and pushes him.

CLAY
Shut up and eat.

Steve swings for his chin. Clay ducks the blow, grabs Steve's
wrist. Steve swings with his left, hitting Clay ineffectually.
Clay pins Steve's arms to his side.

MARY
(sharply)
Stop it -- both of you.

She walks toward them as Clay releases Steve and steps back.
Steve puts his hands up, making ready for another round.

MARY
I won't have you fighting over me.

CLAY
(to Steve)
I'm sorry.

STEVE
You don't know what it is to be sorry.

MARY
(sharp)
Steve --

Steve turns abruptly and moves away. He is on the verge of
tears.

MARY
(to Clay)
Mind sortin' out my things -- I'm
leaving.

She motions off. Clay is suddenly aware of the approaching
stage. He looks in that direction.

LONG SHOT

FROM his ANGLE. The stage drives along the road.

MARY
Maybe it isn't going to Sonora, but
it's going somewhere, which is all
right with me.

CLAY
It's going to Sonora.

MARY
Fine -- maybe I'll see you there
sometime.

She turns and starts going through the kyacks, looking for
her things. Clay frowns down at her.

MARY
Because as you said, that's where I
belong.

Mary's attention is on the kyacks. From where Clay stands
near her he can see the trail leading down through open
country toward the meadow.

CLAY
I said a lot of things -- some of
'em --

Something o.s. catches his attention, then he pauses to look
off.

EXT. TRAIL

LONG SHOT - his ANGLE. Up on the ridge there is the flash of
sun on metal.

EXT. RIDGE

MED. SHOT. Lednov, McCall and Peters ride through the trees.

CLOSE SHOT

Clay. He looks up anxiously, then turns. CAMERA ANGLE WIDENS
to include Mary and she straightens and faces him, her back
to the trail.

MARY
Some of 'em you didn't mean but most
of 'em you did. I don't blame you
because I understand your way of
thinking and why you think that way.
You want your women on pedestals.
But they have to be born on 'em --
they can fall off but they can't
climb back up.

CLAY
(sharply)
I can't help how I think. You're
trained a certain way when you're a
kid and you can't change.

He bends down and picks up her things.

CLAY
If you're gonna catch this stage,
come on.

ANOTHER ANGLE

The stage has speeded up and is coming fast down the road.
Mary looks up at Clay hurt and shocked by his sudden
sharpness. She had hoped he wouldn't let her go.

MARY
I can't change either. Not unless
somebody wants me enough to give me
a hand.

CLAY
Hurry up.

He starts off, Mary following.

MED. CLOSE TRUCKING SHOT

Mary makes one last attempt to get him to change his mind.

MARY
(softly)
I'm fool enough to believe that one
of these days somebody will. Somebody
who wants me as I am will maybe walk
into the place where I'm working and
take me out of there.

CLAY
Maybe they will.

He waves for the stage to stop.

ANGLED PAST STAGE

The driver sees Clay waving and pulls the horses in. The
stage moves down to the edge of the meadow.

MED. SHOT

The stage. It is a small one, a double-seated buckboard with
one woman passenger and the driver an elderly man. On the
side of the vehicle is painted: "Yosemite-Sonora Stage Line".
The woman, middle-aged and rather drab, looks at Mary
curiously.

CLAY
Mind giving a lady a lift into town?

DRIVER
(to Mary)
Climb right in.

He jumps out of the stage and follows Clay, carrying Mary's
belongings, around back of the stage. Mary gets into the
stage beside the woman who moves over for her.

ANOTHER ANGLE

on back of stage. The driver opens the boot and Clay hands
him Mary's belongings. He starts stowing them in the boot.

CLAY
Will you be seeing the sheriff?

DRIVER
Depot's right next to his office.

Clay starts scribbling a note. In the b.g. Steve has moved
up beside the stage. He stands looking up at Mary.

MED. CLOSE

featuring Mary and Steve.

STEVE
(shyly)
Goodbye, ma'am.

Mary reaches down and takes his hand.

MARY
(quietly)
Goodbye, Steve. Don't fight with him
any more.

Steve's expression hardens. He glances toward the back of
the stage, then at Mary.

MARY
It's not his fault, just you remember
that. It's mine. Don't ask me why
because you couldn't understand now.
Some day you will.

Clay and the driver come around the stage. Steve steps back.
The driver climbs into the seat. Clay and Mary look at each
other.

MARY
Goodbye. Thanks for the lift.

CLAY
Goodbye, Mary.

MARY
By the way, if you ever go past the
Wyatt ranch, have another talk with
Elaine.

Before Clay can speak, the driver snaps his whip and the
stage jerks away down the road. Mary doesn't look back. Clay,
in f.g., looks after it. Dust rises. It disappears around a
bend in the road. Clay turns and starts across the meadow.
Steve looks after Clay, hesitates, then follows.

MED. CLOSE

as Clay reaches the spot where the kyacks and saddles are
thrown. Steve comes up to him.

STEVE
You know what she asked me?

CLAY
I don't care what she asked you.

STEVE
She told me not to fight with you
anymore. She said it wasn't your
fault, but -- I figure different...

Clay is looking off, hardly listening.

STEVE
It is so your fault and... and I
guess maybe when we hit the ranch...
you andme better...

CLAY
(sharply)
You want to split up? --

Clay's eyes are narrow, peering toward:

EXT. ROCKY HILLSIDE - DAY

LONG SHOT (Clay's ANGLE) of the shadowed slope. Something
moves, indistinct, and then the sun catches a gun barrel as
it disappears.

MED. CLOSE

Clay and Steve as Clay turns sharply.

CLAY
-- Why wait? Go on, saddle up now
and beat it.

Steve looks over toward the horses, stalling.

STEVE
Half of them are mine.

CLAY
(hard)
You'll get your share. Go on. I don't
want you around.

Turning, he crosses to where Steve's horse stands. CAMERA
ANGLE WIDENS. He loads the horse back, throws a blanket and
saddle on and cinches up the saddle. Steve watches, angry
and hurt. Clay steps back.

CLAY
There you are.

MED. CLOSE

the two brothers. They stare at each other. Steve is on the
verge of tears. Hurriedly, he swings into the saddle.

MED. SHOT

He glances down to Clay and digs his spurs in and gallops
after the stage. Clay's stern expression leaves his face. He
looks after the boy, smiles softly and then starts carrying
the pack-saddle into the shelter of the forest.

EXT. ROAD

MED. SHOT. Steve rides along the road. He pulls his horse
in, then glances back.

EXT. MEADOW

LONG SHOT - Steve's ANGLE. Clay is carrying the belongings
into the shelter of the forest. CAMERA PANS OVER and UP.
Momentarily a horseman is seen riding into an open space.

CLOSE SHOT

Steve as he stares. Then understanding his brother's actions,
he jerks the reins and swings the horse around and rides
back toward the meadow.

EXT. MEADOW

MED. SHOT - Steve gallops across the meadow to the corral,
swings off and starts unsaddling. Clay is inside the forest
lighting the fire.

MED. CLOSE

Clay. He looks over toward Steve, then rises and hurries
toward him.

MED. CLOSE

Clay and Steve. Steve takes down the bars and puts the horse
in the corral. Clay comes up to him as he's putting the bars
back up.

CLAY
What did you come back for?

STEVE
Like I told you, half those horses
are mine. I'm makin' sure they get
to the ranch safe. So let's quit
arguing and do whatever you figure
on doin'.

The two brothers stare at each other.

CLAY
(softly)
Is that the only reason you came
back?

STEVE
(gruff)
Sure. What other reason would there
be?

CLAY
(smiling)
I just wondered. Let's go.

EXT. MEADOW

LONG SHOT - DOWN ANGLE. Above the pines smoke rises. The
horses graze inside the corral. In the shadowy forest by the
creek, Clay's camp can be seen. A tarp has been stretched
over the camp. Lednov moves into the right hand side of the
frame and looks down.

REVERSE SHOT

Lednov stands on a rocky hill looking down in the meadow.
Behind him are McCall and Peters. They are screened from the
meadow by the rocks. Lednov turns and starts off through the
rocks to circle above the camp. The two men follow. All are
on foot.

EXT. ROCK

LONG SHOT SHOOTING PAST Clay and along his rifle. Clay, hidden
behind a wall of rock, is watching the trail where it comes
down into the meadow. Something moves on the rocky hill above
and to his left. He looks up, waiting. The movement stops.
Clay glances around.

ANOTHER ANGLE

Below Clay, Steve lies in a cut in the rocks, watching the
camp. Clay motions toward the hill. Steve nods.

EXT. ROCK

PAN SHOT - FROM Clay's ANGLE. CAMERA, SHOOTING THROUGH the
rifle sights, SEARCHES the forest and meadow. As a flight of
birds suddenly rises above a section of the forest, the CAMERA
HOLDS.

EXT. ROCKY HILLTOP

MED. SHOT. Lednov, McCall and Peters have stopped, halted by
the sudden flight of the birds.

ANOTHER ANGLE

Below is the camp. Lednov motions.

LEDNOV
(to Peters)
Go on down and have a look.

PETERS
(scoffing)
And get my head blown off! Not me.

Lednov looks at McCall. From his pocket, McCall takes a coin.

MCCALL
Call it.

PETERS
Heads.

McCall flips the coin, shows it to Peters. Peters shrugs and
starts moving cautiously down toward the camp.

MED. CLOSE

Lednov and McCall.

LEDNOV
And you! Get going.

McCall moves off to circle around in back of where Clay and
Steve wait. Lednov watches him go then, moving to the shelter
of the rocks, waits.

ANOTHER ANGLE

His position commands the meadow, where the horses are
corralled, and the camp.

EXT. ROCK

LONG SHOT - Clay's ANGLE. The forest is silent. Then,
momentarily, Peters is in the open. Clay brings his rifle
up, trying to get him in the sights. Wheeler disappears.

EXT. PETERS' POSITION

MED. SHOT. Stealthily, Peters makes his way down toward the
camp.

LONG SHOT

ANGLED PAST Peters. Peters, sheltered by a tree trunk, raises
his rifle, then his eye catches a movement. He fires.

EXT. ROCK

LONG SHOT - PAST Clay. Clay has Peters in his sights. He
fires.

MED. CLOSE

Peters. Peters is stretched on the needle-covered earth,
dead.

EXT. ROCK

MED. CLOSE - Clay. Clay throws the empty cartridge out and
another in. O.s. there is a SHOT. A bullet hits near him.
Clay looks off in the direction where Lednov is waiting on
the hill west of the camp. Another SHOT is heard. A bullet
smacks into the rock close to Clay. It comes from McCall's
position southwest of the camp. Clay ducks.

EXT. LEDNOV'S POSITION

LONG SHOT - Lednov's ANGLE. Lednov is trying to get Clay in
his sights. He fires as Clay is seen momentarily.

EXT. MCCALL'S POSITION

LONG SHOT - McCall's ANGLE. McCall fires at Clay.

EXT. ROCK

Clay and Steve crawl down and away from Lednov and McCall's
positions. Steve grins at Clay. He is enjoying this.

CLAY
(quietly)
Stick here.

Moving cautiously he starts in McCall's direction.

EXT. MCCALL'S POSITION

MED. LONG SHOT. McCall, rifle ready looks down toward the
base of the log where Steve now waits. A twig snaps below.
He sights the rifle, waiting.

EXT. CLAY'S POSITION

MED. CLOSE. Clay stands still. The forest is silent again.

EXT. LEDNOV'S POSITION

MED. LONG SHOT. Lednov, sheltered by a tree, has his rifle
trained on Clay's position.

EXT. CLAY'S POSITION

MOVING SHOT. Clay, walking cautiously, climbs toward McCall's
position. Ahead is an open area. Stooping, Clay picks up a
rock and draws back his arm to throw it.

EXT. MCCALL'S POSITION

MED. LONG SHOT - ANGLED TOWARD open area below. The stone
thrown by Clay, crashes in the brush across the open area.
McCall fires.

EXT. CLAY'S POSITION

UP ANGLE PAST Clay. The flash of sunlight on McCall's rifle
attracts Clay's attention. He fires. From behind him, Steve
fires. Clay runs across the open area. Steve fires again.

EXT. MCCALL'S POSITION

MED. SHOT. McCall tries to struggle to his feet. Failing, he
brings his rifle up. Clay in b.g. runs to the shelter of a
tree. McCall fires. Clay's rifle barrel emerges from behind
tree. McCall tries to drag himself to safety. Clay fires.
McCall goes down on his face. From Lednov's position comes
the SOUND of a shot.

LONG PAN SHOT

Clay's ANGLE. CAMERA SEARCHES Lednov's position for some
movement. There is none.

EXT. LEDNOV'S POSITION

DOWN ANGLE PAST Lednov. Below in the corral the horses are
hunched together. Lednov looks down, then raising his rifle,
he brings one of the horses into the beads of the sights. It
is the bell mare.

LEDNOV
(calling)
Come on out, Phillips.

His voice echoes again and again. Clay's answer is a shot.
It cuts the branches above Lednov's head.

CLOSE SHOT

Lednov. He ducks lower, steadies his rifle.

LEDNOV
(his voice echoing)
Those horses down there -- they don't
amount to much to me. Look at the
one with the bell.

LONG SHOT

ANGLED THROUGH sights. The sights center on the bell mare.

MED. CLOSE SHOT

Steve. He is standing recklessly trying to find Lednov in
the rocks above.

MED. CLOSE SHOT

Clay. He stares down at the horses. A shot is heard.

EXT. CORRAL

MED. SHOT. The bell mare rears as the bullet strikes the
bell. The horses mill around the corral.

EXT. LEDNOV'S POSITION

MED. CLOSE SHOT.

LEDNOV
(calling; echoing)
Next time I won't miss.

CLOSE SHOT

Clay. He starts forward, face set with rage.

LEDNOV'S VOICE
(echoing)
Watch the one with the white face.

Recklessly Clay raises his rifle and fires three shots at
Lednov's position.

EXT. ROCKS

MED. FULL SHOT as Clay fires, Steve starts running down. He
crosses the creek.

EXT. LEDNOV'S POSITION

LONG SHOT - DOWN. Lednov sees Steve running. He swings his
rifle away from the horses and tries to get the boy in his
sights. Clay fires again. A bullet smacks into the tree.
Lednov flinches. Then again he tries to center on Steve.

EXT. MEADOW

MED. SHOT. Steve runs, bending low, toward the rail fence. A
bullet kicks up dirt near him.

EXT. LEDNOV'S POSITION

LONG SHOT - DOWN. Steve has almost reached the fence. Lednov
fires. Steve stumbles and goes down.

MED. CLOSE

Steve. He lies still a moment, then painfully he crawls to
the rails and with a great effort tries to tear the rails
down. Lednov fires. The bullet whistles past. Steve pulls
the fence down, crawls away from the opening. The horses,
milling around the corral break through. Steve lies still,
face down.

FULL SHOT

The meadow, ANGLED PAST Clay. The horses scatter across the
meadow.

MED. SHOT

Clay, now the hunter, moves toward Lednov's position. Lednov
fires. Clay runs and jumps into the creek. Sheltered by the
bank he makes his way up the creek.

MED. CLOSE

Lednov. He waits, his rifle ready. O.s. a twig snaps.
Cautiously he looks ahead. There is silence.

MED. SHOT

his ANGLE. A light wind runs through the great trees. Shafts
of light filter through the trees, making patterns on the
forest floor. The light is dim, deceptive. Lednov, rifle
ready, searches for some sign of Clay. Then from another
direction comes the SOUND of movement. Lednov swings his
rifle in that direction, waits. The SOUND has stopped.

CLAY'S VOICE
I'm here Lednov.

His voice echoes across the hills. Lednov sights along his
rifle at the direction from which the SOUND of Clay's voice
came. Momentarily Clay is seen as he runs from one tree to
another. Lednov fires.

MED. CLOSE

Clay. Clay cautiously edges around the base of a tree. He
picks up a stick, stops.

CLAY
Come on out.

His voice can be heard echoing across the hills. He tosses
the stick. Lednov fires at the SOUND of the falling stick.

LEDNOV'S VOICE
Come and get me.

As his voice echoes across the hills Clay quickly moves into
the open and fires.

ANOTHER ANGLE

Lednov crumples forward as his echoing voice fades out. Clay
moves over to him to stand looking down.

DISSOLVE

EXT. MEADOW

MED. SHOT. Steve sits propped up against the fence rail. His
shirt is off and his shoulder is crudely bandaged. Clay, who
has been putting the bandage on, stands and takes a sack of
tobacco from his pocket.

CLAY
(rolling cigarette)
How's that?

STEVE
Kind of sore.

CLAY
You'll live.

STEVE
(shyly)
Guess maybe I'm old enough to hold
my own in a fight, huh?

CLAY
Yeah -- but don't make a habit of
it.

STEVE
So -- maybe I'm old enough to tell
you how to run your life?

CLAY
(stares down at him,
then)
I guess so -- but don't make a habit
of it.

STEVE
Well, then, I know it takes three --
four weeks for you to come round to
admit when you're wrong... But by
that time she's liable to be in
China...

Clay looks at him for a moment, not angry, but not admitting
he's wrong yet.

DISSOLVE OUT

EXT. SONORA - NIGHT (STOCK)

EXT. SONORA STREET - NIGHT

FULL SHOT - featuring hotel and doctor's office. The sheriff's
posse, the bodies of Lednov, McCall and Wheeler slung across
the backs of horses, and Clay's remuda, trot down the street.
People come out of the hotel to watch the cavalcade pass.
Clay and Steve are not with the posse. Clay's horse is
tethered in front of the doctor's office which is next door
to the hotel.

EXT. DOCTOR'S OFFICE

MED. SHOT - ANGLED THROUGH window. Clay, back to camera, is
holding a kerosine lamp. The doctor, a lanky, middle-aged
man, is working over Steve, who is stretched out on a table.

INT. DOCTOR'S OFFICE

MED. SHOT. Shelves filled with bottles line the room, for
the doctor is also the druggist. There is a glass cabinet in
which are the doctor's instruments. The room is cluttered.
The lamp, held by Clay, throws a circle of pale light down
on Steve. The doctor is working on Steve's shoulder and arm.

MED. CLOSE - UP ANGLE

featuring Clay. Clay suddenly averts his glance and winces
as the doctor probes the wound in Steve's arm. Steve groans.
The lamp wavers.

DOCTOR
(sharply)
Hold her steady. I'm not hurting
him.

STEVE
Maybe you're not, but I'll sure be
glad when you stop pokin' me.

Footsteps are HEARD approaching. Clay tries to steady his
shaking hand. He is focusing his attention on a far wall. A
woman's hand comes in the scene and takes the lamp from him.
He reacts. CAMERA PULLS BACK to reveal Mary, who has moved
in beside him.

CLOSE SHOT

Steve. He smiles up at Mary.

MED. CLOSE SHOT

ANGLES PAST doctor.

MARY
Is it very bad?

DOCTOR
(grumbling)
Course not. A scratch.

He suddenly realizes that a strange woman is in the room and
reacts.

DOCTOR
What are you doin' here?

MARY
Holding the lamp.

DOCTOR
Then hold it a little lower.

Mary lowers the lamp.

CLOSE SHOT

Clay and Mary. UP ANGLE PAST lamp.

CLAY
Thanks for taking over.

MARY
(softly)
Thanks for loading me on the stage.
I know now why you did it.

CLAY
Like I said, women get in the way
sometimes.

STEVE'S VOICE
He tried to get rid of me, too, Miss
Wells.

DOCTOR
Keep still, will you.

He straightens into the shot. CAMERA PULLS BACK TO MED. SHOT.
Steve is now bandaged.

DOCTOR
Put him over there on the cot.
Goodnight... He'll be all right.

As Clay lifts Steve to the cot the doctor exits. Mary watches
Clay cover Steve. Then she goes to the door leading to the
street, stops with her hand on the knob.

MARY
Goodnight.

STEVE
Goodnight, Miss Wells.

MARY
(looking back)
If you need me, I'll be --

Clay straightens and turns.

CLAY
Where you going?

MARY
To the other side of the street.

She opens the door and starts out.

EXT. PORCH - DOCTOR'S OFFICE

MED. SHOT. Mary starts to close the door behind her. Clay
forces it open. Clay comes out. Mary starts toward the steps.

CLAY
Mary.

Mary stops at the edge of the porch. Clay comes up beside
her.

CLOSE SHOT

Mary waits, looking up at him.

CLAY
That job you were talkin' about, did
you get it yet?

MARY
Why?

CLAY
(haltingly)
Because... well, you said you wanted
a man to think enough of you to walk
in the place you were working and
take you out of there... tonight I
was sort of tied up with Steve...
but tomorrow I figured on doing just
that.

MARY
(softly)
I haven't got the job yet.

They look at each other.

MARY
But if you want to wait until tomorrow --

For answer, Clay takes her in his arms.

INT. DOCTOR'S OFFICE

ANGLED PAST Steve on cot. In the b.g. through the open
doorway, Clay and Mary kiss. Steve watches a moment, then
turns his head toward camera. He smiles and closes his eyes.

EXT. PORCH

TWO SHOT - Mary and Clay. They break from the kiss. Clay
looks down at Mary.

CLAY
(softly)
Is there any place in town a man
could buy some gingham?

FADE OUT

THE END

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