�� There is a lonely train ��

�� Called the 3:10 to Yuma ��

�� The pounding of the wheels ��

�� Is more like a mournful sigh ��

�� There is a legend, and there is a rumor ��

�� When you take the 3:10 to Yuma ��

�� You can see the ghosts of outlaws ��

�� Go ridin' by ��

�� Ridin' by ��

�� In the sky ��

�� In the sky ��

�� Way up high ��

�� The buzzards keep circlin' the train ��

�� While below ��

�� The cattle are thirstin' for rain ��

�� It's all so true, they say ��

�� On the 3:10 to Yuma,r

�� A man may meet his fate ��

�� For Fate travels everywhere ��

�� Though you've got no reason to go there ��

�� And there ain't a soul
that you know there ��

�� When the 3:10 to Yuma ��

�� Whistles its sad refrain ��

�� Take that train ��

�� Take that train ��

Let me warn you.
I am Mr. Butterfield.

This is my line.
These are my passengers.

You bother any of them, I'll hound you
from here to kingdom come.

Now, Mr. Butterfield,
we don't aim to bother anybody.

We just aim to get what's underneath
that tarpaulin up there. That's all.

I think our cattle are over the ridge.
I can hear 'em.

How'd they get over here?

Come on, Pop. Let's go for 'em.

Well, let's let the dust settle first, Son.

Ben.

Tell him to stay where he is.

Stay where you are!

What do you want?

Those are my cattle.
I want 'em back.

He'll get 'em back in five minutes.

You'll get 'em back in five minutes.

Waxa�橫

You gonna let them do this to ya?

Not much else I can do.

Don't anybody move!
If you move, I'll kill him.

Now lift him up easy.
Put him on his horse.

Aren't you gonna do something?

What, and get myself shot too?

That must be Ben Wade and his gang.

- What's his name?
- Bill Moons.

- Where does he live?
- He used to live in Contention City.

Well, take him there.

I can't. My passengers are due in Bisbee.

We're only a few miles from Bisbee.

Take him to Bisbee
and put him on the next coach back.

Where a man lives,
that's where he should be buried.

We'll need those horses.

Why?

So you don't ride to the marshal.

Get off.

All right, boys, get off.

We'll turn 'em loose
just this side of Bisbee.

You wait!

- My pa will kill you!
- Mark.

Let's get the cattle.

Hello there.
Hello. Could you help us?

I gotta get these cattle back home.

Well, could you lend us a horse?

Yeah, I'll-I'll bring one back.

Hah!Hey!

What happened?
Where are your horses?

Stagecoach was held up.

Then they saw us, Ma,
and they took our horses.

And they killed the driver too.

They killed the driver?

See, one of their fellas was on top
taking off these bags...

and suddenly the driver grabs him
to use for a shield.

Well, do they care? No, sir.
They shoot right through him.

It was Ben Wade and his gang.

Ben Wade?

What did you do?

There was 12. What could I do?

We just stood still like they told us.

- And then they took our horses.
- And we just watched.

What else could we do?
You want us all to get shot?

Boys.

Go saddle a couple of horses.

Let's go.

I ought to take 'em some water too, I guess.

Well, I'm glad you're back safe.

Heavens, anything could have happened.

Oh, there wasn't no danger,
not to us anyway.

Well, it just seems so terrible.

- Why, what's terrible?
- Nothing.

What's the matter?

Nothing.

Just seems terrible
that something bad can happen...

and all anybody can do
is stand by and watch.

Lots of things happen where all you can do
is stand by and watch.

I know, but to have you stand by...

and to have the boys watch.

All right, so that's life.

They're going to have to watch
a lot of terrible things.

People get killed every day.
Lightning can kill you.

Three years of drought killing my cattle.
That's terrible too.

What can I do?
I can't make it rain.

You expect me to cool off the sun?

Dan, why are you so cross?

I don't know. You just seem to expect
something from me that I'm not.

No, I don't. Not really.

I can't go chasing after outlaws,
my cattle dying all over.

If I don't save them,
I don't know what I'm gonna do.

Give it to me. I'll hold it.

Ten years of sweatin'.

You think I want to lose this place?

Cattle aren't dying over at Al Parker's ranch.

No, of course not.

He's got a stream over there
don't run dry.

Have you asked him to let you use it?

Now, what good?

Six months' water right costs $200.

Now, where am I going to get $200?

Oh, Dan, you have to do something.

You can't just stand by and watch.

You work so hard.

I work so hard, and the boys.

Maybe it'll rain.

What if you went into town
and borrowed the money?

You know I hate
to go begging other people for help.

Borrowing isn't begging.

It could save us.

I suppose I could try.

Come on.

You gonna look for the horses, Pa?

No. I got to go into Bisbee first, Son.

On the way back, I'll look for the horses.

That loan would take care of six months.

By then, it's bound to rain.

All this will be green in six months.

The cattle will be fat.
The boys.

Maybe you and me
won't be so tired all the time.

In six months, we'll be happy, won't we?

Sure. We'll be happy.

Here's to the boss.

He had to say good-bye to one of the outfit,
and that's too bad.

If it hadn't been good-bye for him...

it could've been good-bye
for some of the rest of us.

Boss.

- Is the marshal around?
- He's in the office.

Well, you tell him
that the coach from Contention was held up.

We passed it on the way in.

They don't have any horses.

- Now, did you hear what I said?
- Yeah, I heard.

Well, why don't you go tell him?

The marshal takes his nap
between 1:00 and 2:00.

Oh, he does? Well, that's nice.
That way, he don't get tired.

You fellas come from the north?

Down here, everybody naps
between 1:00 and 2:00.

Everybody except you.

The boss is nappin' now.

I take my nap between 2:00 and 3:00.

I guess we've come too early.

This place, does it keep your boss busy?

No. He does other things too.

Like what other things?

He has like a little bank,
and he loans money to ranchers.

What does he do?
Does he keep the money here?

See, he doesn't have any money anymore.

What with the drought, nobody pays back.

That's too bad.

Miss, if my outfit's
asking you too many questions...

well, you just say so, huh?

See, we've been on a cattle drive
for about three months...

and when you walk into
a place like this and...

see a nice girl like you -

Well, it's nice.

How far away is the Mexican border?

Nobody knows exactly.
It's never been decided.

I think we can find it all right.

When the marshal wakes up, you tell him
that the coach from Contention was robbed.

And you tell him the driver was killed, huh?

- Killed?
- Killed.

Oh. Oh, if there's a killin',
I'm supposed to wake him.

It's only robbery
he don't wanna be waked for.

Marshal!

Wake up. The coach has been robbed
and Bill Moons was killed.

Marshal, Bill Moons was killed.
These fellas outside seen it.

How far back was it?

- It was about 10 miles.
- They took the horses too.

Did you hear that, Marshal?

Why didn't you fellas try and help?

We were all strung out.

We didn't see it till we looked
back up here at the pass.

That's right.

Go get everybody.

Where you fellas from?

- Prairie Cattle Company.
- I didn't know they got this far.

Well, you see, they just bought
60,000 head down in Mexico...

and they sent us down there
to drive 'em in.

Then you won't be staying in town long?

No, just long enough to have a drink.

Alex Potter!

I told you he had rheumatism!

Anyway, he sold his horse.
Now, you know that.

He can use one of my horses.

Suspicious old goat.

- Where's Alex Potter?
- Sleeping it off, I guess.

I don't think he wants to leave town
with us here.

Scatter and cross the border.
We'll meet in Nogales tonight.

What's holding up the boss?

Don't worry about him.
He'll be along.

He can handle that hick posse single-handed.

Hyah! Hyah!

Come on.

Haven't I seen you someplace?

Did you?

Yeah, did you ever, uh -

Did you ever work in Cheyenne?

- El Paso?
- No.

Did you ever work in the Blind Irishman
in Dodge City?

Yeah, I sang there.

Best time I ever had in my life.

Well, what made you quit?

Well, I - I got to coughing too much.

Doctor said I should breathe dry air.

Yeah, well, you sure come
to the right place here.

You know, I spent more money
in that place, I tell ya.

Did you ever - Do you remember a girl,
I think her name was, uh -

- Oh. Pauline.
- A heavyset girl.

- Yeah. And Velvet, do you remember her?
- Mm-hmm.

Shoot. I spent 300 in one night on Velvet.

Hey, I remember
they had real Paris dresses there...

real Paris perfume.

I mean, what's a woman for
if you don't treat her right?

I'd have spent every cent I had on her,
except she married the governor of the state.

Is there many young fellas
around this place?

No, they're - They're all older.

You must get lonely.

Hey! Where are they, huh?

- Where'd they go?
- Alex!

- That way.
- Uh-huh?

Ain't you gonna help catch 'em?

No, I wish I could.

- What'd they look like?
- Oh, they'll be easy to catch.

Uh, three big men
on three white horses.

Three white fellas
on three big horses, huh?

- Do you ever sing anymore?
- Who's there to sing for in Bisbee?

Hey, you know you look kind of skinny?

I feel skinny.

That's all right.
I don't mind a skinny girl...

just so she has blue eyes
to make up for it.

You got blue eyes?

Brown.

That's all right.
They don't have to be blue.

Must be they buried their man here.

If I had my way, there'd be
more than one of 'em buried.

Hello there! Are you the marshal?

Did you see the Butterfield coach
down there?

This is Mr. Butterfield.

My driver was killed.
They got a gold shipment.

- See where they went?
- They went into Bisbee.

- Bisbee?
- We just come from Bisbee.

Didn't you see an outfit ride through?

There must have been a dozen of 'em.
They was all on dark horses.

You didn't see them?

Yeah, we seen 'em.

And then they left.

Cy, you'd better go along,
hitch up the coach down there.

- We think it was Ben Wade.
- Well, what do you know!

There I was face-to-face with Ben Wade.

Hey! Hello, Marshal.

- Catch 'em yet?
- Catch 'em?

Them were the fellas back in Bisbee.

Yeah?

Well, one of them's still there.

I just seen him go back into the saloon.

Alex, you been drinkin' this mornin' or not?

Marshal, you know I never touch a drop
until the stroke of noon.

If there's a man there,
why don't we catch him?

Hey. What if it's Ben Wade?

So we catch him.
What good will that do?

- We'll arrest him.
- For how long?

Till his outfit comes back
and shoots up the town?

No one's ever held him yet.

We could grab him,
get him out of town quick.

Well, we're not gonna catch him
standing around here talking about it.

- Let's go.
- You coming, Dan?

Yeah, I'm coming.

Come on. Nothin' will happen.

The only thing that'll happen
is somebody will get hurt bad.

Think you'll ever get back to Bisbee?

No, it don't look like it.

That's what I figured.

Well, I never stay long anyplace.

Oh, you care? Hmm?

Sure I care.

What can I do?
You're on the go, and I'm stuck.

I ain't complaining.

I got something to remember.

Me too.

Funny.

Some men you can see
every day for 10 years and -

and you never notice.

And -

Some men you see once and...

they're with you the rest of your life.

- What happened to you?
- I was just finishing my drink.

There's a fella comin' down the road.

Hello, Mr. Evans.

You want something, Mr. Evans?

Something I can do to help you?

You drove off my cattle.

You got 'em back, didn't you?

Yeah, but it took me half a day's time.

What's half a day's time worth to you?

Well, when I hire out a full day,
I get two dollars.

I'll give you two dollars for half a day.

All right, then that's what I'll settle for.

- There's two more for you.
- What for?

For your boys.
I used their time too, didn't I?

Now, if you don't mind,
there's my cattle.

You owe me two more
for tirin' out my cattle.

Two more for tired cattle.

Now, is there anything else
you want to get paid for?

I'll tell ya. If it's all right with you...

you can give me two dollars extra
for making me nervous.

Don't move.

It's the marshal.
He's got a shotgun on you, Wade.

Put your hands up.

Ben!

- Watch him.
- I'll watch him.

Now, what good is all that?

You know, he's only gonna
come back with the others...

and I'll go free.

And you'll get shot.

Mister, we're gonna get you out of town
so fast you won't touch ground.

Come on. Over here.

Sit down there.

Here, take this.

Wait a minute. I helped out this far.
Now I'm finished.

- You're what?
- I said I'm finished.

I come into town on business.

Look, my cattle's dyin'.
I gotta take care of 'em.

Dan, you're the best shot we got.

Well, that - That's not my job.
I'm no deputy.

You are now.
Every man here's a deputy.

Look, I was just coming
into town to see Mac here.

So I don't mind helping out,
but that's all.

I can't spare the time,
not unless I want to lose everything.

It won't make any difference.

Mac, you watch him.

Can I talk to you a minute, uh, Mac?

What's it about, Dan?

Well, it's a business thing, you know?

Sit down.

Thanks.

The way I figure it,
the faster we get him out of here, the safer.

That's right. We'll outsmart 'em.

Every step, we'll outsmart 'em.

We only got two, three hours head start.

They'll probably figure we're gonna
take him over to Fort Huachuca.

- Turn him in there.
- Sure they will.

And if they don't figure that,
they'll figure we'll take him to Benson.

That's a fact.

And if they don't figure that...

then they'll figure
we'll take him over to Contention...

put him on the 3:10 to Yuma.

Sure they will. Bound to.

Alex, will you let me finish?
Then you can agree.

Oh, sure, I will.

Now, the minute the coach comes,
we'll put him on it and start.

- Start where?
- That's where we fool 'em.

Look, here's Benson.

Here's Contention.

And here's Fort Huachuca.

It would only be for six months.
We're bound to have rain by then.

Rain?

Sure, everybody would prosper.

I only need 200, Mac.

Dan, if you were my own brother,
I still couldn't help you.

Well, I guess I'd better
be gettin' back home.

- How's the missus?
- She's fine, thanks.

Good. How are the boys?

Fine. They're fine.

I need two volunteers.

- Do I have two volunteers?
- For what?

I'm not telling you for what.

I want two of you
to set off with Dave Keene.

The rest of us will follow
with the prisoner in the coach.

Do I have two volunteers?

We gotta know
what we're getting ourselves into.

Sure. Might not be safe.

Safe. Who knows what's safe?

I know a man dropped dead
from looking at his wife.

My own grandmother
fought the Indians for 60 years...

and then choked to death on lemon pie.

Do I have two volunteers?

I'll pay $200 to each man.

I'll volunteer.

Why, I thought you said
you couldn't spare -

- Do you want me, or don't you?
- Why, sure we want you.

Here, take this shotgun.

Now, do I have another?

I'll go.

Oh. Now, wait a minute, Alex.
Oh, no offense.

I just think it'd be safer
if we had somebody else.

Come on, gimme me a chance.

Anybody else?

Well, Dave, you have your two men -

Alex Potter, Dan Evans.

Where we goin'?

Here's the plan.

We're gonna transfer him
at your house.

- My house?
- It'll only take a minute.

Everybody out. We need the coach.

Sorry, folks.
You'll have to stay here tonight.

- Easy does it.
- Come on out, everybody.

- Mac.
- Here you go, sir.

Get another team.
We'll need a four-up.

Get Bill Moons out.

There's a coach to Contention City tonight.
I'll send him over in that.

- All right. You got him?
- Get that tarp off.

Lively now. Lively, everybody.

Get up.

Come on.

You mean to say
I have this all to myself?

Well, that's - that's very thoughtful of you.

Good-bye, Emmy.

Good-bye.

Tell you what I'll do.
I'll send you something.

Would you like pearls?

I'll send you some pearls, huh?
Then maybe you won't forget.

I won't forget.

- Cy.
- Yeah?

I seen 'em.

Now, you know what to do.

- We're coming to it.
- I'll try.

Hurry up! Giddap!

All right, let's get him down.

- Here we go!
- Heave!

Easy. Easy there.

Hello there!
Can you give us a hand?

They're ready. Come on.

Heave!

- Here we go. Once again.
- Higher. There we go.

- Get out!
- Come on, work it a little more.

Heave ho! Stay there!

One, two, three!

Hyah!

Hyah!Hyah!

Well, it worked.

Those two will round up the rest of 'em
and chase that coach.

There.

Supper's ready.

- Take this out to Mr. Potter.
- Yes, ma'am.

You're welcome to share what we have.

Thank you.

Here's your stew, Mr. Potter.

Thanks, Matthew.

Psst!

You know where your pa keeps a drink?

No, I don't, Mr. Potter.

Don't you know where he keeps a jug?

No, Mr. Potter.

Psst!

Don't mind my askin', do you?

No. Pa said you would.

We always wait for Mother to start.

And we don't presume
to teach other people manners.

You didn't say grace.
My mother always says grace.

She comes from San Francisco.

Mark, eat your stew, Son.

Her father was a sea captain.
He owned his own ship.

- Matthew.
- Two ships.

Your supper. Go ahead now.

Yes, and if he was here,
he'd shoot you dead.

Dead as a skunk.

All right, boys, that's enough. Let's -

- If my pa wants to, he could shoot you too.
- He can shoot anything.

- He can shoot a cougar running like lightning a mile away.
- Now quiet, both of you.

Go ahead now and-and eat your supper.

- It's mighty good stew, ma'am.
- Oh, thank you.

Why didn't you say grace?
Because he's bad?

I simply forgot it, dear.

Aren't you supposed to say grace
with bad people?

- Grace is for everybody, dear.
- Well, then why don't you say it?

Dear Lord, we thank Thee for life.
We thank Thee for food.

We ask Thee to give us the wisdom
that comes with silence.

Amen.

I didn't close my eyes once.

I just squinted, 'cause you could run away.

Why would I want to run away?
Why, this is real nice. Real nice.

Uh, would you like me
to cut your meat for you?

Oh, yeah. Will you, please?
Thank you.

Would you mind
cutting the fat off, please?

I don't like fat.

- What was it?
- Me.

I thought I saw something moving
out there in the carriage shed.

You shouldn't have done that.
They could've heard.

Guess I just got kind of spooky.

I was in San Francisco once. I -

I knew a girl there.

And she was the daughter
of a sea captain too.

And she had the greenest eyes.

I used to look real deep into her eyes...

and they'd - and they'd just
change colors, you know.

Get all fiery and - and, uh, green -

You know, all the colors of the sea.

It's funny how-how a woman's eyes
will change color at nighttime.

Alice.

You go inside, Alex,
and don't take your eyes off of him.

What was Alex shooting at?

Why did you have to sit there
listening to him like that for?

- What do you mean?
- You know what I mean.

All big-eyed and listenin' to him.

Somethings gone moving down there.

They wouldn't know he's here, would they?

Oh, no. They think he's in the coach.
That's how we planned it.

Matthew. Mark.

- Yes, sir?
- Go get the horses.

- Well, which ones?
- They're saddled.

What happens when they catch the coach?

Well, they'll have
to round their men up first...

so they shouldn't be able
to catch up to it at least till noon.

And they'll find out he isn't in it.

By then, we'll be in Contention, and -

They couldn't get there in time anyway.

Alex, turn down the lamp.

And when the horses come,
bring him out.

I don't want you to be worried, 'cause this
is a lot safer than being with the coach.

The boys are so proud.

- What?
- Proud of you.

Their own father capturing Ben Wade.

Didn't you see them
looking at you at supper?

No. All I saw was Wade.

And I'm proud too.

Put him on the middle horse.

Alex, you lead.

I'm obliged to you
for your hospitality, ma'am.

I really appreciate it.
And your husband too.

I hope I can send him
back to you all right.

What did he mean
he'll send him back all right?

Oh, he was just talking.

You think anything will happen to Pa?

Sure. He'll come back with $200.

$200 is a lot.

Not if he doesn't come back, it isn't.

What's the matter, Alex?

Just wondering if I could
see my wife from here.

Oh, no, you couldn't possibly.

Maybe that's why I feel so good.

You mind telling me where we're going?

No, I don't mind telling you.

We're going to Contention City.

We're gonna wait
in a house by the station...

and when the 3:10 comes in,
we're gonna put you on it.

Thanks.

Now if we get separated,
I'll know where to wait for you.

Walk your horses.
We don't want to wake up the town.

Is that the house?

It was.
But the man's afraid. He won't let us.

What's he afraid of?

The only thing I could arrange
was a room at the hotel.

Well, at least we got this far.

I'll go on across town for a look-see.

We'll meet at the rear of the hotel.

Step down easy, Wade.

We're ready for you. The bridal a�橫suit.a��?

- Anyone in the lobby?
- Only some fella sleeping it off.

We've got to make sure
no one knows we're in Contention.

Alex, you keep a watch
at the edge of town.

What could happen?

Why don't you relax?
I'm practically on the train.

That the drunk?

Yeah. it's the front room upstairs.

The key's in the door.

You better cover downstairs.
Alex will come to you if he sees anything.

Mr. Evans.

You give me great confidence.

It's not 3:10 yet.

Sit down on the bed if you want to.

You must be, um -
Yeah, you must be very tired by now, Dan.

Why don't you sit down
and have a little sleep?

I'll hold the shotgun for you if you like.

- Oh, yeah.
- No?

Look, Wade, I don't have anything
against you personally, you know.

I'm just doing this for the money.

I know.

But I want you to understand one thing.

If you start across this, uh,
eight feet between us...

I'm gonna pull both triggers at once.

This is the bridal suite, huh?

I wonder how many brides.

Huh?

A little hot in here?

You notice it? Kind of warm.

Do you mind if I open that window?

Think you can reach it
from where you're sittin'?

No.

It's too far.

I'll open it.

Uh, want me to give you a hand there?

Sit back. Go ahead.

Don't take any chances, do you?

Hey. Hey, where's your sporting blood?

Back home with my wife and boys.

They usually leave a stick around here.
You can prop it open, Dan.

It's, um -

They usually stand it
in a corner somewhere.

See it?

It's right over there.

Right there.

You feel better now?

Well, I had to try you out.

I didn't think you'd shoot.

You know I will the next time.

Do I?

See anything?

Not for miles.

Quiet here?

Like a tomb.

Did you come in for a drink?

First time as long as I can remember,
I don't want a drink.

- Scared?
- Mm-hmm.

Which room is he in?

Second i��?oor, in front.

Don't you think I'm too scared
of Ben Wade's gang...

to do whatever's necessary
when the time comes.

You can tell Dan he can count
on Alex Potter right to the end.

I'm gonna ride on back
and keep watch.

How long has that fella
been sleeping over there?

All I know is, when he come in...

he asked me if I'd seen
a big woman in a purple hat.

He sure is some sleeper.

Yeah, he sure is.

How much money do you make, Dan?

Huh? Not - Not very much.

- And you figure that's your business?
- Yes, I do.

- How you figure that?
- Oh.

You must need money awful bad to do this.

- Maybe I do.
- How much they paying you?

$200.

$200? That's a -

My, that's a lot of money.

How would you like to double that
and save yourself a lot of time, a lot of trouble?

How you reckon I'm gonna do that?

You just drop that gun
and you let me walk out of here.

Worth $400 to me.

That's kind of reckless of you, isn't it?

I mean, especially since you're so sure
your men are coming to get you out of this.

No, they are.

Oh, yes. They're - They're coming.

Only, you see, I like to do things real easy,
you know, real peaceful.

You want to look out at a peaceful scene?

Go ahead.
You might recognize somebody.

That's Mrs. Moons in front.

The young man - that's her son Bob.

She had another son.
He was the stagecoach driver.

Bill Moons.

He used to drive the Butterfield coach.
Maybe you remember him.

Yeah, seems to me I do.

Kind of a hotheaded fellow, wasn't he?

Not reasonable... like you.

I sure am, friend.

I'm so reasonable
I'm gonna let you walk right out of here.

The only thing is
it'll be just before 3:10...

and I'll be right behind you
with a shotgun.

You know, I can tell
you're a very intelligent man.

And I wouldn't want to - I wouldn't want
to try to corrupt your morals.

That's mighty nice of you.

You know something?

I think I know what's bothering you.

And I wouldn't dream of suggesting
that you let a murderer walk out of here free.

But, you see, Bill Moons drew first.

Yeah, makes it self-defense, doesn't it?

I mean, I don't go around
just shootin' people down.

I mean, that - that isn't nice, you know.

I work quiet -

like you.

All right. So you're quiet like me.

Well, then shut up like me.

Hey, is that the right time?

Yes, sir.

Why didn't you wake me?

You didn't ask me to.

Anybody come in lately?

You mean to engage a room?

Yeah, anybody come in town?
Any strangers come in town?

No, not since you went to sleep, sir.

I might as well go along.
She won't come now.

Who was you planning to meet?

My wife.
She ran off with a traveling man.

She did?

That's why I've been sitting up all night.
I figured he'd bring her here.

Well, what do you know?
Mine ran off too.

I wonder why they do that.

I don't know.
I always treated mine all right.

Never hit her too hard.

I'm gonna go outside
and wait for a while.

If she don't come soon, I'm gonna go.

Sure like to get my hands on her.

Thank you.

Three years' drought ain't so bad, Dan.
You know something?

At one time they had 10 years
of drought right around here.

Of course, a big outfit, you know,
they got no, uh -

nothin' to worry about with drought.

They got all the water they need.

With a little money, why,
you can get almost anything, can't you?

- Maybe so.
- Oh, well.

Cowpokes like us, we just don't belong
in that kind of a business.

You know, trying to make a go of it,
you know?

Killing ourselves.
Trying to make a go of it alone, that is.

You've got to have money
in back of you, Dan.

Did you ever think of taking on a partner?

No. I work alone.

A silent partner, with money.

Huh?

Say, um...

7,000?

- Is that what you think my price is?
- Just think, Dan.

With $7,000, you can do everything
you've ever dreamed of doing.

Think it over, Dan.

Nobody needs to know.

Maybe you come higher?

Maybe.

All right.

When you decide, you let me know.

Yeah, I'll let you know.

What'll it be?

Everybody want whiskey?

Everything go all right?

All right.

Too bad you couldn't wait for the preacher.

George prayed.

Prayed real good too.

I'm sorry more people
weren't there to hear it.

I was saying, Mr. Butterfield,
things come to a pretty pass...

when the boss can't bother
to go to a man's funeral.

Really, Mr. Moons, I can explain.

Especially, sir, when the aforesaid laborer...

was trying to protect the aforesaid employer
in the line of duty.

God rest his soul.

And as for your soul, Mr. Butterfield...

I feel you'll have need to cool it
in a hotter place than this.

If I can do anything to help you decide,
you let me know, huh, Dan?

How do I know I can trust you?

You mean about the 7,000?

Yeah. How do I know I'll get it?

Well, because it's going to be 10.

- Ten?
- You see, that makes it easier for me.

I count by 10s.

Do me a favor, will you?

Don't talk to me for a while, huh?

Sure.

Sure.

Of course, you know, it would be, um,
a lot easier for both of us...

if we could get this thing settled, you know.

You shut up.

Now you just sit there and shut up.

- You mean we're not together, huh?
- No, we're not even close.

Well, at about five minutes to 3:00, Dan...

we're gonna be a lot closer than you think.

- Who is it?
- Butterfield.

- What do you want?
- I've got a pot of coffee for ya.

Leave that shotgun where it is.

I couldn't help it.

He found out and pulled a gun.
He's been drinking.

So you're going to Yuma
on the 3:10, huh?

Well, I'm going to save everybody
the trouble of a long ride.

Isn't that fair, Wade?

You pull that trigger,
and you'll hang for murder.

You stay put,
or I'll take care of you too.

- Hand me that gun, Bob.
- I'm warning you, get out of the way!

Hand me that gun, Bob,
or I'll push you right through that wall.

Hey, you're pretty good.

What if somebody heard that shot?

Hyah!

Now don't you go blaming yourself.

'Cause it isn't your fault, you know?

You'd have seen the same thing
in - in Benson...

or Huachuca.

No matter where you take me,
somebody would be riding for help right now.

You see, when one of us gets caught...

we figure out all the different places
where they might take us.

And then we send one man ahead
to each of those places...

to wait and watch.

I wouldn't worry too much though.

He might not be back in time.

He won't. He can't possibly.

What are we gonna do, Dan?
We can't just wait and see.

Well, if I were you, I'd get some help...

just in case.

Hey, Moons.

You goin' along? Hmm?

Are you gonna help Dan
put me on the train?

I know Butterfield isn't.

I am.

I give you my word, Dan.

I'll walk with you
every step of the way to that station.

We'll see.

We'll see.

- I just seen a fellow riding out there fast.
- We know.

Now get back out there
and keep watching.

Get the sheriff.

Tell him to get as many deputies as he can.

The sheriffs out of town.

What? What do you mean
he's out of town?

He took a prisoner to Tucson.

Well, we'll do it without him.

Mr. Moons, are you with us?

Yeah, if it's a fair fight,
sure, I'd stay for that.

Fair fight, that's a man's duty.

But this way - I mean,
this is a big outfit, Wade's gang.

A tough outfit.

Another time, but you know,
my mother, I got to think of her.

- One son just buried.
- Go on. Go on. Get out.

I'm sure I can get some help.

Even five.

Five more men
would at least give us a chance.

Oh, five would be easy.

Certainly, in a town this size,
you ought to be able to get five.

Well, the street seems to be clearing.
Everybody going inside.

I guess they figure
a storm is blowing up, huh, Dan?

- Any news?
- Not a word.

Think they'll find out
where Alex and Dan took Wade?

I don't know,
but I'm not gonna take the chance.

Maybe there's still time.

�� I want to ride again ��

�� On the 3:10 to Yuma,r

�� That's where I met my love ��

�� The man that I can't forget,r,r

I like a girl singing.

Hey, Dan, you like a girl singing?

I don't know. It kind of keeps a man
from working too hard.

Puts his mind at rest.

Course, she doesn't have to be singin'.

Hey, Dan. What time does the watch say?

Almost 2:30?

Well, that, um - that leaves you
one-half hour to decide, huh?

See, I figure that when they get here,
they won't come right up.

And if they try to, they'll find you dead.

Yeah.

That's why they'll wait
until we leave for the station.

No, no. Oh, I think I'll just take a little rest.

Dan, we got some help.
We got five down in the lobby.

That makes eight -
with you, with Alex, with me.

Go downstairs and keep 'em in the lobby.

Don't let anyone start anything.

As long as they don't try to get in this hotel,
we don't start anything.

- It's almost 2:30, Dan.
- All right! All right!

What time did he say it was?

2230 .

You know, when I was having supper
with you last night, Dan...

I was, uh - I was just sittin' there.

I was thinkin'.

I was thinkin' that maybe someday
I'd like to have a wife.

Yeah, must be real nice...

havin' a couple of boys like that
to ride out with every morning...

and then a woman like that...

every night.

Real close.

That must be nice.

I'll tell you one thing though, Dan.

I'd treat her a whole lot better than you do.

I'd feed her better.

I'd get her pretty dresses
she'd be real happy wearing.

I wouldn't make her work so hard, Dan.

Yeah, I bet she was a real beautiful girl
before she met you.

I told you before to shut up!

You say just one more word,
and I'll cut you down right now.

No, you won't.

All I'd have to do is tell 'em
you tried to get away. You hear me?

- I hear you.
- Do you believe me?

Maybe I do.

Go look out the window, Dan. Go on.
Go on. See if they've come yet.

Go ahead.

Everything's real quiet out there, isn't it, Dan?

Everybody gettin' off the streets.

Well...

I guess they want to get in
out of the heat, huh, Dan?

Dan! They're comin'.

Butterfield's got some men downstairs.
You'd better go help him.

I just seen them comin'.

- How many are there?
- I didn't stop to count.

All right, men.

Ben, are you all right?

What'll I tell 'em?

What do you mean?

When shall I tell 'em
you're gonna let me go?

Tell 'em you'll write 'em a letter
every day from Yuma.

Yeah?

Hey, Charlie? Charlie, go buy the boys a drink.
We'll be down soon.

- Are you all right?
- I'm all right.

What if you don't come down? He could
shoot you and say you tried to make a break.

Kill him? They'll kill us all first.

Ben, you let him know what'll happen
if we hear a gun go off.

He knows.

He knows.

Your turn, general.

What do you expect me to say?

I expect you to say something
that makes sense.

Not only sense for yourself, something that
makes sense for your wife and your children.

You've got a real twisted mind,
haven't you?

Take a look, Dan.

Huh?

What's the matter?
Don't you want to see them?

I'll see 'em soon enough.

All right. Break it up.

Hey,Dan.

Dan, don't make it hard on yourself.

All you gotta do is drop that gun on the bed
and let me walk out this door.

- Huh?
- Wade, listen.

What are you squeezing the watch for?

Are you sure that no one would ever know?

Squeezing that watch
ain't gonna stop time.

Oh, now.

You shouldn't get so scared, Dan.

You might make a bad move.

He said there were only a few.
I counted seven.

I didn't figure on a big shoot-out.

Come on, Bill.

Just a minute, fellas.

Please don't go.
Can't you see we need you?

There's one of your outfit, Dan.

Hey, what time is it now?

What time do you figure it is, Dan?
About 2:40?

That's one of your outfit
walkin' out on you, Dan.

They'll all walk out on you.

Why shouldn't they?

I'll pay you each $50.

Don't you think you have a duty?
Do you want to see us shot down?

Please.

I'm asking you.

Please, I'm begging you.

Look, nobody wants to walk out on ya.

This whole thing happened in Bisbee.

Why should you bring your troubles
to Contention?

I mean, we've got families.

Every man here is a family man.

Dan's a family man too.
I'm a family man, in a way.

Let's get out of here.

You see, Dan, everybody wants to live.

And that means Butterfield too.
He'll walk out on you, Dan.

No, he won't. He'll stick. I can tell.

He's human.

At five minutes to 3:00,
Butterfield is gonna walk out on you, Dan...

and he's gonna leave you all alone.

Now, what do you figure
you're gonna die for, huh?

Because Butterfield
lost his gold shipment? Hmm?

Or because some fool driver
got what he deserved?

I'm going up to talk to Dan.

You watch out from here.

Drop the gun.

Dan, the roof!

Nancy! Nancy!

Take good care of him.

Dan, open up.

- What happened to Alex?
- I don't know. I heard shots.

I ran back to the stairs. Then they
were dragging him towards the hotel.

Dan! Dan!

Well, I guess that leaves just the two of you.

If there's one more shot, I shoot you.

Tell 'em.

Hey, Charlie?

You've got one more shot.

Make it good.

Tell 'em we'll use it
on the way to the station.

Go see what they did to Alex.

Listen to me, Dan.

I'm not going through with it.
It's crazy.

- And if I'm not, then you aren't either.
- What happened to Alex?

- Dan, listen to me.
- What happened?

Dan, if you think you have
any obligation, you don't.

I'm releasing you.

Alex is dead.

Dan, the odds are changing now,
aren't they?

Now it's one against seven.

Do you hear me?
You have no obligation.

You better listen to what he said.

- What?
- You better -

Yeah, you're real lucky, Dan.

A woman like that
to come home to every night.

Alex.

Dan?

Dan!

Dan, where are you?

Here.

If he moves an inch,
give him both barrels.

- Dan, where are you?
- Alice?

Dan.Dan.

- Dan.
- Hey, did you hear that thunder?

- L-l think maybe it's going to rain.
- Dan, if you're doing this for me -

You know, if it rains,
that-that'll change everything.

If it's something I said yesterday,
please forgive me.

Wouldn't it be a wonder?
Everything green again.

- Dan, please don't be stubborn.
- Hey, wait a minute.

- I did hear thunder.
- Dan, there's no thunder.

There won't be rain either.

If I ever said anything
that made you think I was complaining...

or - or how hard things were...

but it just isn't true.

Because I love everything, every minute.

All the worry, all the work...

all the hurts of life.

If it's the $200 you need,
I'll pay you anyway.

Don't go through with it, dear.

No, I've got to.

- For the money?
- No.

- For me?
- No, no, no.

- Then why?
- I've got to. That's all.

Oh, Dan, I don't want a hero.
I want you.

Honest to God,
if I didn't have to do it, I wouldn't.

But I heard Alex scream.

The town drunk gave his life
because he believed...

that people should be able to live
in decency and peace together.

You think I can do less?

Don't.

No, please, don't go through with it.

You know, I never have been able
to give you very much -

no... pearls, nothing.

Sometimes not even enough food
for you and the boys.

Well, maybe this'll be something
worth remembering.

What are you saying?

Oh - Don't you think you can make it?

Oh, yes, of course.

When it gets to be 3:00,
I'll just walk to the station. That's all.

Then why are you talking about a memory?

Well, I mean, for the boys.

The boys'll always remember how their old man
walked Ben Wade to the station.

Hey.

You go on downstairs.
I'll be down in a minute.

It's time, Wade.

Butterfield, I'm gonna
take him out the back way.

You stay here with Alice.

As soon as we get near
those cattle pens...

I want you to take my wife
and drive her out of town as fast as you can.

- You hear me?
- All right, Dan.

Alice.

I don't want you to worry.
As soon as I get him to Yuma, I'll be right back.

I'll be waiting.

You tell 'em, one more shot,
and I'll cut you in two.

I told you you had just one more shot.

Next time, you better make it good.

There they go!

I'm afraid you're gonna have trouble
making that next corner.

Yeah. it's thoughtful of you, friend.

Yeah. You go first, you're gonna
get it from ahead up there.

You go last,
you're gonna get it from back here.

It worked all right, didn't it?

Oh, it worked real good.

Wait.

One of my men up there on the roof.

Well, why don't you wave to him, huh?

Well, right on time.

Now I won't have to wait.

There's still time to get out of this, Dan.

There's still time.

Across the street.

Here we go. Now.

They're headed for the train!

I Hyah!
yam

Hyah!

Why the stop?

To do you a favor.
Run before they chop you down.

Move.

All right.

Why, that's not so far.
We should make that real easy.

Tell them to come out in the open.

Tell 'em yourself.

Too bad, Dan.
You made a nice try.

We'll be on that baggage car.

Stay where you are!

Drop, Ben! Drop, Ben! Drop!

Go down, Ben! I'll kill him!

- Let's us get out of here!
- a�橫Usa��?? How do I know you'll jump?

You'll have to trust me on this one.
Jump!

Why did you do it, Ben?

I don't like owing anybody any favors.

You saved my life back at the hotel.

Besides, I've - I've broken out of Yuma before.

Well, my job's finished
when I get you there.

�� So when you take a train ��

�� Called the 3:10 to Yuma ��

�� And leave the things you love ��

�� You leave with a silent prayer ��

�� Silent prayer��

�� Though you've got no reason
to go there ��

�� And there ain't a soul
that you know there ��

�� When the 3:10 to Yuma ��

�� Whistles its sad refrain ��

�� Take that train ��

�� Take that train �� ��