( laughter ) ( indistinct happy chatter ) isn't it the best liquor in town? ( indistinct happy chatter ) ( small child crying ) little less than an hour ago, millie. mrs. winston never even got to see it. now the poor little thing has got nobody. well, you're holding it all wrong. well, i figured you'd know more about it than me or any of the boys. besides, it's a girl. what am i supposed to do with it? oh, don't you worry. i'm starting a collection. i know all you boys will want to put in something for millie. for millie?! yeah, well... ( clears throat )

do it. now, look, i've got a job! i work here! i can't take care of any kid! well, who's going to? her pa killed in that snowslide about three weeks ago, and now her ma gone.

flint: scouting for a wagon train is not always a picnic, but then again, it's got its points. anytime you begin feeling fenced in, you can always drum up an excuse and take off on your own. i'm flint mccullough. i ride scout for major adams' wagon train. now, this being an election year, the major had a bet on with charlie i don't get much riled up with politics, but this time it gave me a reason to head into cherokee, where i could get the latest newspapers and,

the same again, pete, or do you want me to come and get it? oh, sit still. it's a pleasure to have somebody acting like a customer. one sarsaparilla, straight. thanks. care for a hand or two of blackjack? oh, i got work to do, penny. why don't you go out and play or something? ain't nobody out there to play with. "isn't" nobody out there to play with. "ain't" or "isn't"-- nobody's out there. seems like there ain't-- isn't-- nobody anyplace these days. stagecoach ought to be along. that'll liven things up a mite. ( footsteps approaching ) howdy, boys. hello, penny. is your ma around? you're sure looking great. don't he look great, hank?

sure goes down smooth. put something on the bar besides your elbows. talk to millie. she's the boss. oh, pete, you know what millie will say! i know what she'll say too. she'll say no. sorry, fellas. i can't carry any longer. i wish i could, but i can't. but, millie, we got us a powerful thirst on us. there's a well right outside your shack. water is for bathing! who told you?

ve been close to for the last eight months? it's bigger than that. am i right, hank? never been righter. did you hear that three-fingered ike daggett is on the loose? i heard it. what about it? he's a murderer. he's wanted for bank robbery. anything you can think of, he's wanted for it. and besides, there's a $1000 reward on his head. and we aim to get it! what do you plan to do, put salt on ike's tail? ( chuckles ) well, did you believe it? cherokee. if we hit that vein, hank, i swear, i'm gonna take off from here like a streak of summer lightning. ah! ain't much of a place anymore. even the buzzards give up and gone off! psst! judd! i snuck you out a pint. i figured if you were going after three-fingered ike, you could use it. penny, you're a little angel of mercy if i've ever seen one.

good luck with ike. three-fingered ike. maybe he ain't so tough, at that. he ain't so tough. give me some of that brave talk.

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liberty stands with you?. liberty mutual insurance. howdy! flint! hi, penny! flint! i rode a long way for that kiss, and it was worth it too.

oh, flint, you've been missed around here. we figured on the calendar this'd be about the time of year you'd be through here. i had it figured for next week. i was going to take a bath. and i was going to fix my hair. you both look wonderful just the way you are. hello, pete. when i get back, i'm going to tell the major that penny and millie never looked better. how is the major, and chuck wooster? arguing, as usual. this time they've got a bet on who's going to be nominated for the next president of the united states. major fought under general grant, so you know where his money is. the newspapers'll have it. you're here now. that's the most important thing of all. the way these girls have been carrying on, flint, you'd think they'd never had a man around the place. why, pete, everybody knows they've got the best man in the whole town of cherokee. with me and judd and hank the only men left around here, that's as left-handed a compliment as i ever come across. well, uh, maybe this'll make up for it. real smokin' tobacco! gee, thanks, flint! the stuff i been usin' tastes like floor sweepings!

perfume, from paris, france! by way of st. joe, missouri. now, the lady told me that it was a sure man-catcher. oh, i can use a barrel of it. thanks, flint. well, let's see. seems to me there was something else. oh, yeah. there you are, penny. not-- not too fancy, but it's the best one they had. she's real pretty. hey! now i've got someone to play blackjack with. u'd better go easy, penny. she's led a very strict life. you're nice, flint. now it's your turn. what can i fix you? a drink? some dinner, maybe? no. first i'd like to get cleaned up, and then i'll take you up on your other offer. good. i'll show you your room. it's all ready for you. flint? yeah? what ma told you was right-- you've been missed. well, penny, being missed is the most wonderful thing in the world, and don't you forget that. any sign of the stage? no, nothing, 'cept that it's overdue. as far as i'm concerned, it can be a week late.

( gunshot ) ( woman screams ) be quiet, martha. screaming isn't going to help. ( gunshot ) ( irish accents ) i'll thank you folks to step outside. i suppose you realize that what you've done is a capital offense. speaking as an attorney, i can promise you it will lead only to trouble.

notice it. now, get out! anh-anh! ladies first. here. i just want to make sure you're not carrying iron. don't apologize. i'll take it. murder and now robbery. you'll hang for this. mister, there isn't enough rope in the whole territory for the amount of hangings i've got coming. open your purses. you'll not get far on what's in here.

for people without much money on 'em, you travel stylish. mrs. winston happens to be from philadelphia. far from philadelphia right now. he's going to kill us, just like he killed the two drivers! hush! out in this wilderness?! cherokee would have been the next stage stop. it's only three or four miles. i'd take you, but... i wouldn't be welcome. three or four miles? indians will find us! what'll happen to us then? speaking for the indians, ma'am, in your case, nothing would happen.

penny! all right, penny, time for bed. i know. come on, hurry. where in tarnation is my doll? well, why don't you look under the table. must be that moonshine pete serves around here. good night, honey. good night, penny. what's the matter, millie? what's troubling you? oh, it's penny. well, come on over here and tell me all about it. you heard her-- she sounds like a muleskinner. she talks like one. she thinks like one too.

d it when she was a baby, but... oh, flint, she's 8 years old now. she's never even been to school. there are no schools around here. no kids for her to play with, either. there are other towns, with schools and kids. oh, flint, i'm scared. i make enough from the arizona stage to keep us going, but if it weren't for that, i don't know what i'd do. why don't you sell out, millie? i can't find a buyer. nobody wants to buy this place. i'd sell in a minute if i could. you shouldn't be stuck out here. i really should get married, you know. just waiting for the right fellow to come along? no. no, he's come along. i'm still waiting. guess i always will be. millie, if things were different-- if i were just settled-- believe me, you wouldn't wait any longer. well, it's nice being almost proposed to, anyway. maybe i'll change one day.

ll there are no more wagon trains, no more rivers to cross, mountains to climb. right now there's not a river nor a mountain in sight. ohh! this is cherokee? y-yes, i'm sorry. i didn't hear the stage. well, you won't. we have been walking the last three miles. walking? what's wrong? well, we were held up and robbed. our driver and the guard were murdered. he just took our luggage and drove off. are you all right? we've made it is far. you must be exhausted. pete! pete! pete: coming! would you show these people some rooms. sure thing. let me take your bag, ma'am. i've carried it this far; few more feet won't hurt me. there'll be another stage along in a few days. oh, that's quite all right. we're planning to stay right here in cherokee for a while. yes, until certain business we have here is finished.

we can talk about it in the morning. right now, all i want to do is go to sleep. good night. good night. what kind of business they could have in cherokee? maybe she wants to buy the saloon.

good morning, miss davis. good morning. oh, it is miss, isn't it? it's millie davis. allow me to introduce myself.

john winston was my son. oh? thank you, albert. you see, i tried to locate him for a long time, and then i learned that he had died, here, about eight years ago. well, i-i'm sorry. i-i don't know anything about that. john had a wife, a girl i must admit i did not approve of at the time, went west. surely you must have known the winstons-- a small community like this. well, there were-- there were lots of people in and out of here then. i was also told there was a child, a little girl. the child was born shortly after john winston died. that would make her... 8 years old at the present time. now, i understand that you have a little girl about that age. yes, i have.

cause i have what i believe is reliable information that this little girl is my son john's child. well, you're mistaken. she's mine. miss davis, would it be possible for us to see some proof-- a birth record, for example? nothing like that was ever kept here then. my dear, we don't mean to pry, but where is this little girl? could we see her? well, she isn't here right now. she's-- she's out riding with her father. her father?! yes. flint mccullough. didn't you say your name was davis? that's what i said, mr. sykes. millie davis. i guess you have to be real brave to be a wagon train scout, don't you, flint? well, i don't know how brave you've got to be.

e, wild animals yowling and indians taking potshots at you. penny, there's one thing i've learned scouting-- an indian will never take a potshot at you... unless he's mad at you. how can you tell when he's mad at you? he takes a potshot at you. ( laughs ) golly, flint, i hope you'll stay around a while. it's fun. well, i've got to hang around till the eastbound stage comes in. if i don't bring those newspapers back to major adams, he'll skin me alive. he wouldn't do that. well, he would if he was mad enough. i know. i'm supposed to say, "how can you tell when he's mad enough?" but i'm not going to! penny, i wish i got around here more often. you and i could take long rides like this, have serious talks like this. penny, what are you gonna be when you grow up? you ever thought about that? sure have. i want to be mrs. flint mccullough. by the time you're ready for that,

you ain't too old for her. "aren't" too old. you and pete-- "ain't," "aren't," "isn't." all sounds the same to me! and don't try sliding off the trail. what about you and ma? well, penny, with the kind of a job i've got, i wouldn't see any more of you and millie than i do right now. i guess you're right. still, it'd be nice to know you had a pa out there, somewhere. even with the indians taking potshots at him, and the animals yowling and everything? 'cause i know you'd come back. you'd be something to come back to. come on! come on!

ma says they were real nice people. did you know them, flint? no, but your ma's told me about them. and from what she says, you'd like 'em a lot too. well, shall we go? sit down, albert. k of all this? what i think isn't important. what matters is that the burden of proof is on us. i'm still convinced i'm right. i'm afraid i've been skeptical from the very beginning. ever since that miner appeared in my office with his story... i have the feeling that we've paid out good money for nothing. it was my money, albert. but how do we now this young woman isn't telling the truth? perhaps the little girl is her own. i don't like to say this,

i can't believe that. i don't know why, albert, i just can't believe it. you haven't even seen the little girl. i'm simply trying to prepare you for a disappointment. ( hoofbeats approach ) howdy. penny. uh... this is my daughter, penny. mrs. winston, mr. sykes, her lawyer, and her maid, martha. howdy. how do you do, penny? i'm sorry i missed you earlier. me and flint were out at sunup. he's teaching me how to be a wagon train scout. i see. is that what you want to be when you've grown up? i ain't gonna be a miner, that's for sure! i hardly think mining would be a suitable profession for a young lady!

and they can't make enough to plug a rat hole! all right, you run along and get dressed. flint says you folks are from the east. that's right, in philadelphia. is that in kansas, or missouri? good heavens! you mustn't mind martha, dear. she's a bit of a snob. philadelphia is in pennsylvania. is that one of them big towns? oh, one of the biggest. that's the kind to stay away from if you've got anything in your poke. i beg your pardon? i mean if you're totin' any money. these two friends of mine, judd and hank, went to a big town once. abilene. got themselves a bottle and ran into a crooked wheel. next thing they knew, they were out on the street and dead busted! penny, will you please run along? see you later! oh... and this young man? yes.

this is flint mccullough. flint: how do you do? i see. penny seems quite attached to you. well, penny, millie, and i are old friends. to say the least! i always drop in on them whenever i'm in the territory. it seems to me, young man, you're taking your fatherhood very lightly. father?! i-i know you told me not to say anything, but, well, this morning it just blurted out. you mean... you told these people that i was...? well, i-i didn't mean to, but... well, let's not spread it too far. um... does penny know about this? naturally, we haven't told her anything. we will one day... oh. ...after we're married. i shall never leave philadelphia again! well, you see, flint travels a lot, and we never have much time for what you might call formalities. you might call them that, indeed. we often talk about it, though.

ha! i don't believe a word of it. all you have to do, my dear, is prove it. you'd better fix him a drink, pete. he's just become a father. pete: congratulations. start explaining, millie, and it'd better be good. all right. mrs. winston's here to take penny away with her. somebody told her that penny's her granddaughter. it's true, isn't it? i don't care what's true. nobody's going to take penny away from me. that's why i lied, and i'll keep on lying. look, when pete brought penny to me eight years ago, i-i didn't want to take her. i liked my job here. i liked the men, and they liked me. what did i want with a kid hanging around my neck? but i was stuck with her. eight years is a long time. it's the other way around now--

see? i can't! i...! millie, it might be the best thing for penny. there'd be schools, other kids... all the things you said you wanted for her. like flint says, it might be the best thing for her. you're upset now, millie. why don't you take some time, think it over? flint... the stage for the east will be through here in a couple of days. mrs. winston will be on her way back to philadelphia. please, flint, just for that long. you've got to help me, please. all right, millie, if you think that's best. see if you can find some cigars, pete, and i'll pass 'em around.

it's been such a long time, hank, i wouldn't know a nugget ain't any looking my way, that's for sure. my old grandpappy told me one time, he said, "anything you can pull out of the earth or out of the water, and if'n you can't eat it, fling it back." he didn't know it at the time, but he must have meant gold. hey, judd, you read writing, don't you? yeah. what does that say? "u.s. grant wins nomination."

hank... look! no driver. no horses. no people, no nothin'! hank, i got me a suspicion! three-fingered ike's still around here, yet. you figure we ought to go after him? there's that $1,000. maybe we should. ill and all... money isn't everything, hank. you figure ike is still close by? well, if'n he is, we ought to go on down to cherokee and warn 'em! that's the only decent thing to do! hit me. beat 20.

mrs. winston would like to see you a minute, young lady. she has a dress she wants you to try on. a dress?! what for? because she wants to see how you would look in it. i know how i'd look in it. i'd look like a sissy. i don't think so. why don't you go put it on for me? is it all right, ma? yes, i guess so. thanks. you can, uh, still change your mind. no. well, guess i ought to keep out of this. after all, i'm the fellow that did you wrong. you know, if you had any decency, you'd marry the girl. uh, miss davis... i'd like to speak to you about penny. alone, if i may. i'm sure penny's father has a right to hear anything you have to say, mr. sykes. very well.

without the little girl. i'm sorry, but i can't help that. she's still convinced, you know, that penny is her son's child. that's too bad. you may not know it, but mrs. winston has a considerable fortune. she could give the girl advantages that she might not get here. i am not giving penny up, mr. sykes. if it would help you to change your mind, i am prepared to offer, say, $5,000, cash. you tell mrs. winston she can keep her money! oesn't know anything about this. i was hoping we could settle this between ourselves. well, i'd rather not talk about it anymore. millie! millie! millie! oh, flint, we just seen the stagecoach at the foot of the hills just east of here! we know, judd, we know. mr. sykes here was a passenger on it. mr. sykes, this is judd and hank. they live here in cherokee. live here? we founded the town! oh, well, then, gentlemen, you must know penny very well. know her? we were there that night when--!

ong run, you and hank could use a drink, couldn't you? oh, boy, we're parched! only... well, we sort of come in empty-handed. your credit's always good here, boys. come on to the bar. how 'bout a little two-handed, mr. sykes? uh, yes, all right. fix 'em up, pete, anything they want. you mean our credit is good? how do i look? judd: penny, you sure look pretty in a dress! ( crying softly )

i hope you'll excuse me. come in. thank you. i'm sorry about the dress. i hope you're not angry. no, i'm not angry. i realize i took unfair advantage. i... i did it out of guilt for my son. mrs. winston, if you came here to cry on my shoulder, you-- i wish i could. then perhaps i could ask my son's forgiveness. it's a little late for that, isn't it? it's a little late for everything for me, now. i had hoped to take back a granddaughter. well, i've given up that hope. but there is still one thing left to me, and i've come to ask for your help.

what is it? i'm told that john, my son, is buried near here. would you happen to know where? if you could cry, mrs. winston, now'd be the time. yes. now would be the time. they told me john was caught in a snowstorm and his body was found on a hillside. can you tell me how she died? yes, i can tell you. she died in childbirth. penny? i lied to you about her being mine, about flint mccullough. i wanted to keep her to myself. today when i saw her in that dress, i... i knew she had to go back with you.

e things she needs, things she'll never have a chance to get out here. when that stagecoach comes, she'll be on it with you. oh, my dear, thank you seems such a small thing to say. we'd better get back. i've got to talk to her. hi, ma, where have you been? she's quite nice, don't you think, penny? sure, she's all right. that maid of hers gives me a pain, though. i imagine martha's all right, once you get to know her. only i ain't gonna get to know her, 'cause she'll be gone. penny... you know, you're 8 years old now, and, well, it's time we talked about some things-- about he kind of schools you ought to go to, and what you want to be when you grow up.

but he turned me down. you know, mrs. winston was telling me that back in philadelphia, where she lives, they have lots of fine schools for little girls. she said she'd like to have you go back there with her. i couldn't leave you here, ma. well, i belong here, penny. you don't. i belong with you. not anymore. look, i'll try to explain it to you. you know the clearing where we go once in a while? mm-hmm. well, the two people buried there are john and ann winston. now, john was mrs. winston's son. he was also your father, penny. my father? ann winston was your mother. you see, i've just been taking care of you until your real family came along.

you ain't my ma? do you want me to go back with her? oh, penny! penny, i want what's best for you! i want you to have all the things you need! but i've got everything i need! i've got you and pete and judd and hank, and sometimes flint, and a horse, and everything! that may be enough for now, but... but it won't be after you're grown up. we all have to grow up sometime. i just learned that myself. that's why i-- i told mrs. winston you'll be going back with her. do i have to, flint? well, i think you should, penny. you know... sometimes we have to do things that we don't understand,

when we're older and we've had a chance to think, we do understand, and then we're glad at what we've done. well, if you both think so, you're older and smarter than me. well, i'd better get supper started. we'll have lots of time to talk tonight.

i don't understand it. the last time we come in there, we didn't have no credit. today, there ain't nothin' too good for us. yeah. last time we get thrown out, this time we get liquor for leaving. i don't get it, but i sure do enjoy it. there's something behind this. they think we know something. we don't know nothin', judge--'least ways i don't. that's because you don't keep your ears open. didn't you hear the name of that lady in them there fancy clothes? when i'm drinkin' free liquor, i don't hear nothin'! it was winston. now, think back, hank, to the day that penny was born.

uh... why, uh... winston! and that lady was here to get penny, only she couldn't prove that penny wasn't millie's girl. oh, so millie and pete give us liquor to get out of there! ho ho! so we wouldn't speak up! yeah, but we wouldn't say nothin'. yeah. 'course, it don't hurt nothing for them not to know that. you know somethin', hank? we got ourselves a gold mine. yeah. and when it runs out, there's more where this come from! ( both laughing ) three-fingered ike! ( knock at door ) c-come in. penny! what are you doin' up here after dark and all? i'm running away, that's what. well, you sit right down there and tell us about it. i'm sorry we ain't got any sarsaparilla to give you.

hank, fix her a bed. sure. now let's hear about it. there ain't much to tell, except that i found out that ma ain't my ma, and i got to go to someplace called philadelphia. that ain't such a bad deal, penny. i hear tell this philadelphia's a right smart town. but i don't want to go there. i want to stay here with ma-- i mean, millie. well, what do you want us to do? i want you to hide me here, just until the eastbound stage pulls through. then mrs. winston will be gone, that all right with you, hank? well, penny's our friend, ain't she? you stay right here. in the morning, we'll hide you out in one of the old mines 'cause flint's gonna be up here looking for you for sure. i don't know. if some lady come to me and said i had to go to philadelphia or somewhere, i'd go. she got money, this lady? ma says she's real rich. she can give me all the advantages, whatever that means! don't you fret yourself none, penny. if you don't want to go with her, you don't have to,

( door creaks ) nobody? yipe! ike! i saw your light, so i stopped by for some provisions. but this young lady arrived before i could do any business with you gentlemen. hank? yeah? fix him up with some food. anything in the house. you're probably anxious to be on your way. yes, you can fix me some food, but i'll have it here. i'm staying. oh. well... pour yourself a drink. it's real good stuff! thank you. i don't use it. are you the one that robbed the stagecoach? yes. a very disappointing venture, especially now that i hear that mrs. winston has money. maybe you hadn't ought to hang around here. people will be up here the first thing in the morning looking for penny. of course they will-- at my request. now, sit down, gentlemen.

her horse is gone, millie, but she can't have gone very far. i'll go look for you. just take it easy. when we get her to philadelphia, i'll keep an eye on her. well, it's quite obvious she didn't want to go to philadelphia. does she make a habit of running away? oh, no. judd: millie! he's got her! he's got penny! who? ike! three-fingered ike! he's got penny and hank up at the shack, and he wants $10,000! $10,000?! we don't have anything--! albert, how much money do we have left? oh, about 5,000. let me have it, please. that's only five. he'll take that. i'll take it up to him. i'll go with you. i don't want you to do that, millie. all right, i'll saddle your horse. my gun's up in the room. get it. ike! are you in there?

i'm flint mccullough. i brought the money. well, bring it in. now, stop right there. you won't be needing your gun. ah! don't touch it!

five is all they've got. the deal was for ten. i want five more. you've got an hour to get back and get it. i wouldn't be wasting any time. all right, i'll go. first let the girl go to the door. her mother's outside. i'd like her to see that she's all right. well, can't you tell her? she'd feel better if she could see for herself. all right, little girl. go ahead. run, penny! ( gunshot )

( cabin door opens ) whoa! whoa! you got the newspapers? fresh from san francisco. pete: got some passengers for you. good! goodbye, mrs. winston. goodbye, mr. mccullough. mr. sykes. goodbye. well! you be a good girl when you get to philadelphia, do you hear? i won't be a saint, flint, but i'll be as good as i can. okay. now, wait a minute, you're not gonna need these where you're going. 'course not, flint. i'm gonna get me those big city fancy ones with the golden edges. and she's going to teach me how to play blackjack.

oh. well, i came out here to find a granddaughter, and now i have a daughter too. don't you think it's possible, mrs. winston, that your daughter might like a moment alone with the "father" of your granddaughter? it's gonna be a while, millie. i guess there aren't many wagon trains going to philadelphia. maybe i can get the major to send me back sometime. goodbye, millie. care for a nip, flint? no, thanks, judd. i've got to be getting back to the wagon train. so long, fellas. now, you remember what i said, penny. you be a good girl.

well, good luck, pete.

? roll along ? ? wagon train ? ? rolling over prairie where there ain't no grass ? ? rolling over mountains where there ain't no pass ? ? sitting on a board, eyeing the weather ? ? praying to the lord we stay together ? ? side by side on the wagon train ? ? wagon train ?

? picking up a passenger in every town ? ? wondering if he's ever gonna shoot you down ? ? looking for a pal, ain't it a pity ? ? looking for a gal, needn't be pretty ? ? if she'll ride on the wagon train ? ? wagons, ho! ? ? gotta keep 'em on the run ? ? time to go ? ? and follow the sun ? ? wagon train ? ? never had a cabin near a general store ? ? only had a wagon and a .44 ? ? sitting on a board, eyeing the weather ? ? praying to the lord we stay together ? ? side by side ?