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Roughshod Movie Script

Writer(s) : Hugo Butler, Geoffrey Homes, Peter Viertel

Genres : Western

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                                        ROUGHSHOD



                                       Written 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