• WARNING: Spoilers

    The Columbia torchbearer morphs into an animated version who takes off her gown revealing herself to be a female gunslinger who draws her pistols from their holsters and gleefully shoots into the air every which way.

    Two balladeers, Professor Sam the Shade (Stubby Kayne) and the Sunrise Kid (Nat King Cole), playing banjos, tell us in song that "you're now about to hear, the ballad of Cat Ballou" (Jane Fonda). A newly constructed gallows has been set up in the middle of town and is being tested with sandbags. As they walk through town, drifting through the crowded main street, Sam and Sunrise continue, relating that Cat killed a man in Wolf City, Wyoming.

    After the opening credits, Sam and Sunrise stop outside the town jail as a group of temperance woman exhort Pray Jezebel, pray. Cat's barred jail cell window looks out at the gallows. She is putting finishing touches on a white dress hanging on a dress form.

    Sam and Sunrise finish their song, promising to answer for us, "how come they're now going to hang you and how did you begin?" In her jail cell, there is a framed photo of Cat on her graduation day, 1894.


    One year earlier. A train conductor calls out the town of Sumqua as an older woman escorts Cat down the aisle, telling Cat that she is on the threshold of life, having graduated from her academy with a first rate education. As Cat follows the older woman, a man in a sleeping berth peeks out and wolf calls at Cat. Another man walking by with a piglet in his arms leers at Cat. The older woman points out a young man (Michael Callan) sitting in a bench with an older man as being clean. The older man tells the two ladies that the young man is in his custody, at which the young man, smiling, holds up his arm, showing the ladies that he is handcuffed to the older man. The older woman hurriedly guides Catherine away. The young man leans into the aisle to glare at Cat and gives a wolf whistle.

    Further up the compartment, the older woman notices a man dressed as a parson and asks if he can look after Cat. She says goodbye to Cat, asking her to be a good schoolteacher. Cat sits, the old woman, Miss Parker, leaves.

    Cat looks back down the aisle and the man in custody is still staring at her. There is a young priest, a parson (Dwayne Hickman), seated right next to her. She introduces herself to the parson as Cat Ballou, and he introduces himself as "Drunk as a skunk" and apologizes for his condition. He claims it was the first time he's had alcohol and promises not to inflict himself on her any further. She pulls out a book from her satchel a collection by Tennyson. He grabs it and starts to read definitely not Tennyson something about Kid Shelleen. It turns out Cat had a dime novel nested inside, Kid Shelleen and the Massacre of Whiskey Slide. He gives it back to her and promises not to inflict himself on her any further. A conductor comes by and directs her to a sleeping birth.

    The parson stumbles off as well and enters a restroom where the man in custody has been handcuffed by the sink as he washes his face. When the lawman appears and blocks the door, the parson blurts out a few nonsensical bible verses. The lawman frisks the parson and steps back to let him in. The parson asks the man in custody if he'd like to hear any bible verses, to which the man replies with a laugh. The parson opens his bible, which has a carved out middle, pulls out a small hand gun, points it at the sheriff, and soberly tells him to raise his hands. The parson covers the sheriff as the man in custody, thanking the priest and calling him Uncle Jed, goes through the sheriffs pockets, and unlocks his handcuff. The sheriff puts up a fight and they struggle but they knock him cold and cuff him to a pipe under the sink. The man and the parson run through the compartment Cat peeks her head out of her lower bunk and sees them and they stop at the gangway. The man asks if the parson has a gun for him, and the parson asks if he took the sheriffs gun. He didn't. The man tells the parson to jump off the train, but the parson looks down and only sees a steep cliff above a rocky sea shore. The man throws the parsons suitcase off the train and then shoves the parson off, too, with him landing safely on a grassy patch. The man runs back to the restroom passing Cat again but hears a gunshot and runs back toward the exit, then ducking into Cats curtain-shrouded sleeping berth. The conductor asks the sheriff what happened and he tells him the prisoner escaped with the help of the parson. The conductor asks if it was the parson sitting with the young girl and they go to her berth. The man in custody has his hand over Cat's mouth, and whispers "Please" to her. Cat pops her head out when the sheriff comes by and shakes her head when he asks if she's seen either man. The conductor leads the sheriff to the next car.

    Cat, in a nightgown, tells herself she shouldn't have done that it was morally wrong. The man, lying next to her, assures her it was the right thing to do. She admits she didn't want the man to get hurt. He snuggles close to her and she tells him to back off. Cat tells him he has to leave when the commotion dies down, and peeks out again down the aisle. He takes advantage of the situation and slips his arm between her head and the pillow. She pushes him off and he rolls on top of her, saying he just wants to see if the coast is clear. She sits up and switches to the other end of the berth. He looks out and sees passengers gathered by the end of the car, where the conductor directed the sheriff; but the other end of the car is passenger-free. He pops back in and tells Cat he saw people with shotguns. He says he will face the shotguns, so as to keep from compromising Cat. He gives her his pocket watch. Touched, she hugs him but then realizes what he is doing. She says she will keep an eye out instead and leans out. He sighs at the sight of her behind in his face. She pops back in and says she thought he was lying (about the people with shotguns) and, surprised, he asks if she meant he wasn't, and peeks out himself. The sheriff, carrying a shotgun, is coming down the aisle, checking each berth. The man ducks back in, slides open Cat's window and starts climbing out. He asks her name and introduces himself as Clay Boone. He kisses her on the mouth and jumps out with a whoop.

    Sam and Sunrise tell how Cat has returned home to Wolf City where the citizens live high on the hog and are upright, kind, reliable, friendly and neighborly. However, they sing, if Cat had behaved, she would have gotten along, but Cat was depraved and wicked through and through.

    Cat rides a buckboard through town to a ranch. As an Indian boy watches them, Cat notices an empty corral and asks her father Frank (John Marley), who is driving the wagon, where the horses are. He tells her he sold them, as he was tired of them. She is surprised the house is unpainted and decrepit. As they pull up and get off, the Indian boy comes by and her father introduces him as his new bronc-buster, and speaks Yiddish to him. The boy, Jackson Two-Bears (Tom Nardini), obviously having been through this before, argues that he's a full Sioux Indian, and not one of the Chosen, as the father heard in a dubious lecture given by an ex-Congressman. The father takes Cat's satchel into the house and Jackson struggles with Cat's trunk. Out of earshot of her father, she asks Jackson whats been going on. He tells her the father has rubbed a lot of local people the wrong way. She is incredulous, saying that he is a sweet old bear, and Jackson agrees -- the father was the only one in the county who would give him a job. She says theirs used to be the best spread in the valley, but he shakes his head saying a new outfit is coming in, building factories, making Wolf City a real city. They want her father's water rights and he wont sell. The father comes back out to help with the trunk and promises to build lunch as soon as they go back in. Cat turns toward the house, insisting that she will cook from now on, and runs into a man (Lee Marvin), dressed in black, with a silver prosthetic nose strapped to his face. Cat screams. The man asks if the father is Frankie Ballou, and the father tells him to beat it. The man, carrying a rifle, glares and then strolls off. She asks who he is and Frank ignores her. Jackson tells her the man in black is Tim Strawn, a hired killer who had his nose bit off in a fight. Frank scoffs and says if he were to be scared, he'd be afraid of the man who bit it off. Frank reassures Cat that they are going to eat and sleep and go on living, and go celebrate the Fall Harvest Day tomorrow. Cat watches Strawn ride off.

    That evening at a dance, as a trio plays, Frank leads Cat in wide circles, taking time out to pat a woman on the behind. Frank bumps into a table where men are playing cards, and a half a dozen men stand around glowering. One of the gamblers is the newly elected Sheriff Cardigan (Jay C. Flippen) who Frank clearly does not respect. Frank points at Cat reminding the sheriff that Cat is back in town, and demands the sheriff greet her courteously. Frank asks the sheriff if he knows who dumped manure into his well. The sheriff says no. Frank says, some sheriff, and storms off. Left with the men, Cat asks the man if he's really the sheriff and then ask why he doesn't help Frank figure out who poisoned his well, obviously in an effort to drive him off his land. The sheriff patronizingly explains that there are ramifications to peace offering that she wouldn't understand. Cat storms off, enraged, and commiserates with Jackson who is at the punch bowl. She asks what she is going to do, and Jackson muses, "They gotta a gunfighter; you get a gunfighter". She can't tell if he is being serious or making fun of her, but he replies that no one would bother her dad if Wild Bill Hickok or Bat Masterson were around. A square dance starts and Cat grabs Jackson's arm to go join in. Some of the cowboys who were standing by the card table glower at them as the couple mixes into the crowd.

    On the floor, Cat asks Jackson who would she get, and he replies, Kid Shelleen. She thought he was just a character in books, but Jackson says hes real and one of the best. He suggests writing Shelleen a letter. Cat dances to Frank on the floor and he says she shouldn't dance with Jackson because he's an Indian. She spins away and, to her surprise, winds up dancing with Clay Boone, the escaped convict from the train. She spins away, back to Frank, and he tells her she's just causing trouble for Jackson. She spins back to Clay and asks why he is there. He says he's looking for her, and she calls him an outlaw. Proudly, he says there's a reward of $25 for the capture of Jed, $35 for himself. Cat falls into a line dance and dances next to Jed, the same man from the train who impersonated a parson, who thanks her for helping him and his nephew (Clay and Jed are about the same age). Cat spins to Clay, who makes a kissy face at her. Cat spins back to Jed and asks where they are staying. He tells her they are hiding out among the crowd and promises not to inflict himself on her any further. Back with Clay, she asks if he has a gun and when he says, sure do, she invites him back home tonight. As Cat dances toward the stage, we see its Sam calling the dance, and Sunrise at the piano. Cat spins to Jackson and compliments him on his dancing. He says he danced on the reservation : buffalo dance, rain dance, and then looking back at the cowboys glowering at them, says, war dance. They dance away and the men step onto the floor, accosting Jackson. The chief glowerer calls Jackson, Low, and pokes Jackson on the chest. Jackson shrugs and says its "Custers Last Stand all over again" and punches the man, which instigates an all-out brawl. Frank goes to rescue Jackson, as everyone, including Cat, join in the fight. Jackson pulls off a toupee of an opponent and gives a war whoop. Cat throws a chair at the chief glowerer, knocking him out, and gives a war whoop as well. Clay and Jed sneak around the perimeter, trying not to get involved, but are tackled and piled on by a scrum. Frank cheers on the woman he had patted on the bottom, Mabel, as she beats up a mustached man. Two kids, watching from the hayloft, throw hay at each other.

    Frank drives the wagon back to the ranch with Cat, Jackson, Clay and Jed. They are singing happily and drunkenly. Cat gets off and lands in Clay's arms. Frank continues singing and literally falls off the wagon, caught just in time by Clay and Jed. They carry Frank, now passed out, into the house. Jackson whispers to Cat if she thinks the pair of free-loaders will be able to stop Strawn. She assures him that they are gunmen and have a price on their heads. Clay looks around, admiring the house with its living room, kitchen... and bedroom. Cat says Clay and Jed will sleep in the barn; Jackson tosses each a blanket.

    Before going to bed, Cat sits at her dresser and brushes her hair. Unknown to her, Clay is hiding under her covers, and he smiles when she blows a playful kiss to the mirror. She gets in bed and Clay slowly covers her mouth to keep her from screaming. She jumps out and demands that he gets out before her father catches them, but Clay assures her that the father is out cold. He invites her back to bed to spoon and she stands on the mattress and kicks him onto the floor. He heads toward the door, but with a change in tone, Cat asks where he's going and tells him not to go. He turns and smiles, but she tells him she just needs to talk to him. As he sits at the end of the bed, she tells him her father is a wonderful man, but the town hates him, has dropped manure into his well, has made him talk to lawyers, and now has sent a gunman around to drive him off. Clay thinks she is dreaming. She assures him she saw the gunman. He plays along and says, then he will help her pack; her father can defend himself. Frustrated she says Clay is useless, and he agrees. As she buries her face in her pillow, Clay suggests since they hired a gunman, that she do the same. She looks up briefly and buries her face again. He then asks her about the kiss she made before going to bed; Cat moans in frustration. He pauses and gets up to leave. She calls him back, saying that everyone has some good in them and can't be as depraved or cowardly as they may think. He grabs her shoulders and assures her that some people in the world are exactly as depraved and cowardly as they think. He leans in for a kiss but Jed pops up at the window and asks Clay how long they are staying. Cat reminds Jed she had helped him on the train and asks if he can help her now. She asks if he can stay, that there's someone trying to kill her father. Jed says they'll stay and do what they can. Cat nods at Clay and says then they wont need him, but Clay tells Cat that Jed has never shot at a man before its against his principles. Cat is incredulous and then Jed tells her that neither has Clay. They leave.

    Cat picks up the Kid Shelleen novel from her nightstand, thinks a little, and sits at her desk to write a letter.

    Sam and Sunrise sing about the arrival of a fast gun into town. A stagecoach pulls up outside the telegraph office. Cat and Jackson are waiting outside. They smile happily as a tall man exits the coach, but then five kids and a woman run up to hug him. The stage drivers open the back boot flap and balled up inside is a dusty drunk old man (also Lee Marvin in a dual roll), who is the gunfighter Kid Shelleen. They tug him out and he flops onto the ground, semi-conscious. The crew drops off his valise and a paper sack, and Cat and Jackson run up to the body. Jackson rolls him over; he's still passed out. She gets the men to carry him onto their wagon. Cat grabs the sack and gets in the back of the wagon with the man, Jackson retrieves the valise, and as Sam and Sunrise sing about "the fastest gun you've ever seen", Cat and Jackson drive off.

    Frank wedges a plank between the clapboards of his barn and draws a chalk circle on it. He walks back a few paces and we see Cat, Jackson, Clay and Jed as Frank demands Kid Shelleen shows him what Cat got for the $50 she laid out, now that hes had a few hours to sleep it off. Kid gets up, squares off, and reaches for his gun, but he doesn't have one he hocked it for drink money. Frank yells at Cat for wasting the money and for the possibility that the ill-spent $50 worth of drink could have killed the man. Cat says she didnt know he was a drunk, and at that, Kid turns to look at Cat, sadly. Clay steps up and hands Kid a revolver. Kid can barely hold the gun steady. Frank guesses that Kid would rather have a drink than a poke in the eye. Kid gets a shot off but hits the weather vane on top of the roof. Clay points out that Kid actually missed the barn. Kid rushes up to Frank, who recoils at Kids breath, and begs him for a nip to steady his hand. Frank asks Jackson if hes carrying the bottle he uses to get the sheriff mad. Kid takes a swig, and then another, and keeps the bottle when Jackson tries to take it back. In between more swigs, he tells them his recent history, including that he worked the Buffalo Bill Wild West Show. He shoots and hits the circle on Franks plank, twice; a tin can on top of a trellis; and another tin can on another trellis, and then again as it flies off the trellis. Cat and the men are impressed. Kid almost finishes Jackson's bottle, and tosses it in the air, but when he tries to pull the gun from the front of his pants, his pants fall halfway down, he stumbles, and asks where the bottle went. Cat looks dejected. Kid rattles off some gunslinger philosophy. Cat tries to defend Kid, but Frank tells her to keep Kid away from him, and stomps away. Cat asks Kid where he will go now, and he replies that shes paid him, so he intends to stay. Cat says Kid will sleep in the barn. Clay takes back his gun. Jackson offers to carry Kid's valise, and Kid asks him how many are in the opposition. Jackson says, one, Tim Strawn, and at hearing that name, Kid rears back and stumbles away. He bends down to pick up Jackson's bottle and asks if Jackson is sure. When Jackson says, yes, Kid finishes the bottle.

    At lunch, Cat laments that Kid is in no condition to defend her father, and asks Jackson, Clay and Jed to stay by Franks side. They agree. Frank walks through the kitchen on his way out and the men get up and walk out with him. Cat yells at them not to let Frank out of their sight. Outside, with the men shadowing him, Frank says Cat is crazy, like her late mother, and tells the men that theres no one around to bother him. As he marches off, a shot rings out and Frank falls. In the distance Strawn, on horseback, points a rifle at them, and tells them to drop their gun belts. Cat rushes up to Frank who is dead. Strawn rides off and Cat gets on her horse and follows. The men retrieve their gun belts and follow as well.

    Cat makes it to town and finds Strawn sitting on a rocking chair outside the saloon. The Sheriff and a few men are standing nearby. Cat accuses Strawn of being a murderer, but the corrupt Sheriff lies by saying that's not possible since Strawn had been sitting right there all morning. The men with him agree. Understanding the situation, Cat angrily pounces on Strawn but is pulled back by Jackson, Clay and Jed. She takes Clays revolver from his belt and tries to shoot Strawn, but in the struggle misses wildly. Strawn pulls his own gun but looks around, knowing he is being baited. Defiantly, Cat tells the Sheriff that he won't make her cry, and turns to Strawn and says the same to him.

    As the sun sets, and as Cat and the men ride back home, Sam and Sunrise sing that there are teardrops in Cats heart, but they cant make her cry.

    As they come up to the house, most of her furniture has been moved outside and a man is sitting on the front porch who tells her that this is private property, pointing at a sign proclaiming, 'Property of Wolf City Development Corp. No Trespassing'. Cat pushes her way in and sees two undertakers standing next to Frank lying in a pine box. She demands to know why Frank has a smile on his face as hes never smiled before. The undertaker says its free, courtesy of the Wolf City Development Corp. She shoves them out. A man with a rifle comes up and tells Cat that they've dug a grave behind the barn and that they will stay to make sure that Cat and her men leave before morning.

    Cat says she doesn't want the ranch now that Frank is dead, but she wants Wolf City to know that she intends to make Shermans March look like a bird walk.

    Jed points out to Clay that Cat wont have a place to stay and Clay suggests they take her with them to Hole-in-the-Wall. However, Clay's not sure they will let her in, or even let him and Jed in. Cat brightens to the idea, saying that all they need is to be outlaws, and Clay and Jed have a price on their heads, so they are outlaws. Clay agrees, hesitantly.

    Kid stumbles in, drunk, saying that he's ready, and that anyone who tries to get Frank will have to go through him first. Jed directs his attention to Frank in the box, but Kid notices the candelabras around the coffin and starts singing Happy Birthday. Kid blows out the candles.

    The next morning, Cat and the men ride off as Sam and Sunrise sing about the beginning of the Legend of Cat Ballou. As Clay and Jed, riding behind Cat, admire her from behind. They are towing a riderless horse, which is pulling a litter with Kid lying down. Jackson, reaching down from his horse, hands Kid a bottle, which Kid bobbles and drops.

    They ride up on Hole-in-the-Wall and are met with kids scurrying to their mothers, and men patrolling the streets, carrying rifles. Kid sits up from the litter, sniffing, and says he smells a water hole its the town saloon. Kid stumbles in and yells for the bartender. Kid is recognized by the bartender, an aged, worn-out Butch Cassidy (Arthur Hunnicutt), knocked down the ladder of life by the cavalry and the Pinkertons and the changing West. Kid suggests they have a drink for old times sake which Cassidy knows means that Kid has no money. Kid offers him his guns in exchange, but Cassidy says the guns aren't worth anything, anymore; no one cares.

    Cat and the men are at a table. As Kid sits down with them, Clay is talking to Jed about getting back in to business. He thinks they will need more men and asks Jackson if he is interested in helping them rustle 50 head of cattle. Kid interrupts, asking if anyone wants to buy a round and continues to interrupt them, saying hell drink to that, after each point of conversation. Cat, reading a newspaper, says she is against their plan for raising money and suggests they rob a train. Clay and Jed ignore her and get back to talking rustling. Cat interrupts and points at an article about how 200 local men were recently hired to build a slaughterhouse and these men will need to be paid. She thinks there will be at least $1,000 to $2,000 in each payroll. Clay says that shes out of her mind -- they are rustlers, not train robbers. Jed waxes philosophical and urges her to get off the path of revenge.

    Cat pulls out her Kid Shelleen novel and flips to Kid Shelleens own plan to rob a train. Kid perks up at hearing of the plan HIS plan. As she reads, the men bow their heads and she becomes upset at their reluctance. She reminds them that they had said they love her and had promised to take care of her, but now she is only asking them to rob one little train and they turn on her. Cat runs outside and they follow. She picks up rocks and throws them at the men, calling them a horse ranch Indian, a drunken gunfighter, a sex maniac, and an uncle. As she continues to throw rocks, she calls them Clay Boone and his band of chicken rustlers. Jed says they never said, no. He asks her to stop crying and that they will do it for her. Kid, standing at the saloon door, wonders about the plan.

    A train rumbles through the countryside. Jed, sitting in a passenger car, checks his watch and walks out the back to another car. It is a well-appointed private car and there is a man (Reginald Denny) and his valet. The British-accented man is sitting in a bathtub. Jed says hes looking for the baggage car, and the man, miffed, directs him back forward. Jed exits and climbs up to the roof of the passenger car he had exited. Jed walks forward, making a lot of noise. Inside the baggage compartment at the front of the car, Cat, dressed in mourning clothes, leaning over a coffin, starts wailing loudly to keep the baggage employee distracted from Jed's noise. Jed climbs down and unhitches the passenger cars from the locomotive. The locomotive rumbles ahead without the cars, which slow down. Jackson and Kid are sitting on their horses, watching the whole situation from a distance. Kid takes a swig, but Jackson takes the bottle and admonishes him they have a job to do. They ride down to the tracks with two riderless horses in tow.

    Jed pulls the handbrake, causing packages in the baggage compartment to tumble around, and the water to slosh out of the Englishmans bathtub. As the baggage employee helps Cat up, a knock comes from the coffin. The employee backs away in fright as Cat looks heavenward and happily says, hes alive! Cat opens the coffin and Clay climbs out. With Cat nudging him, Clay pulls out his gun and holds it on the employee. Jed climbs into the baggage compartment as Jackson and Kid watch over the passengers. The Englishman walks in with a towel around his waist, demanding to speak to the person in charge. Kid says, he is, and that the train is being robbed. The Englishman demands they hurry it up because he is taking a bath. Kid pulls off the mans towel and the man scurries off.

    Ahead, the engineer notices his cars have been detached and reverses the locomotive. Jed finds the trains safe and Cat demands the employee open it. The man says no. Clay reminds him he as a gun, but the employee says that Clay will have to use it. Cat and the men huddle and whisper about what they are going to do. Kid walks up to the baggage compartment and sees the locomotive coming back. Kid asks whats wrong, and Clay tells him the employee wont open the safe and would rather die. Kid asks the man if thats true, and then shoots the mans hat off. The man immediately tells them the combination.

    Clay notes there's more than the one or two thousand dollars Cat predicted, in fact, there's probably $50,000. The locomotive backs into the cars and causes Cat and the men to fall over, and the Englishman's bathtub to slosh out water again. The engineer drives the re-attached train forward, causing the Englishman to fall out of the tub in a big splash. Jackson rides beside the train, towing the horses. Kid sees him and jumps off the train onto Jackson's horse. Clay urges Cat and Jed to jump, and they do, with the bag of money. They land safely and Cat whoops and hugs the men. Jackson and Kid ride up and Cat praises Kid for his plan. Kid waves his hand at Jackson and Jackson hands him the bottle. Clay asks Kid how the plan in the dime novel wound up, and Kid, taking a swig, says they ride off separately and meet back at Hole-in-the-Wall. Cat heads off, with Clay following her, and Jed following them. Jackson watches Kid finish the bottle.

    Kid tips off his horse and the horse gallops away as Kid drunkenly hangs off the saddle half-horizontally. Jackson follows and they ride past Sam and Sunrise who sing about Cat masterminding the train robbery.

    The train pulls into the next town and the conductor tells the sheriff what happened and he in turn rounds up a posse which rides off after Cat and her band of desperados. As they head out into the brush, Jackson and Kid, still uncontrolled on his horse, ride up behind the posse. Jackson grabs Kids reins and turns them back around. The posse follows. They split up and the posse divides in half to follow Jackson and Kid. Jackson catches up to Kid and they resume their escape.

    Back at Hole-in-the-Wall, Kid storms in to the saloon and boasts about their exploits to Cassidy. He notices, worriedly, that Cat and the men aren't there. They come in, elated, but Kid asks Cat why they were delayed and if Clay had bothered her. Clay says they were losing the posse; Jed says he was doing his job. Clay laughs to Jed that Kid is jealous. Kid grabs Clay by the shirt and tells him that Clay has no respect. Cat separates them and Clay tells Cassidy to get Kid a drink. Cassidy asks if they really did it and Cat proudly says that they did, her gang. She says they are going to wipe out Wolf City. She tells Cassidy that theres more where that came from and if they help her, there will be more for them. Cassidy picks up a money sack and reads the inscription : Wolf City Development, Property H. Percival. Cassidy tells Cat that Sir Harry Percival owns Wolf City Development, which owns Wolf City, which lets Hole-in-the-Wall alone. Cat decides that she should go after Percival and asks Cassidy to help. He refuses, as that would be cutting their own throats. Dejected, she tells Cassidy that Hole-in-the-Wall had the reputation for harboring cutthroats and murderers; that they used to whisper their names when they were kids scared to say them out loud. She scoffs they got old and walks out. Clay follows her.

    As she walks contemplatively in a copse of trees, Clay comes up behind Cat and surprises her. He grabs her and kisses her. He tells her they should go to Saint Louis now that they got the money, but she says now that Wolf City is desperate, she should continue her plan. They kiss and she tells him she thinks she loves him. He laughs it off; that she's being too serious. She says he's not as cowardly as he thinks he is, that he may be selfish and a little stupid, but not cowardly. She says she sees his faults but loves him anyway. He says he sees trouble, pointing toward the direction of the posse, and then, saying in Cats eyes as well. He says hes not going to be tied down by a girl and that he's going to Saint Louis. He warns her that shes going to get herself killed. He walks off, saying he never promised he was going to be a hero. She yells back that hes not a hero and tells him to leave. He says bye and walks off.

    Jackson has overheard some of their conversation and comes up to Cat. She asks what is happening. He tells her that when the gods decide to make a man crazy, that they just made him fall in love. She discounts that, wondering who is falling in love with whom. She asks Jackson if he will stay, and he says he likes being on the winning side for a change. He walks away.

    Cat continues her walk and Strawn rides up and tells her Sir Harry wants his money back. He adds that if she wasn't a girl, that he'd split her like a chicken. She screams as he rides off. Jackson, Jed and Kid run up. Jackson and Jed console Cat as Kid stares after Strawn. Kid calls Jackson over and tells him to find his valise and to get a case of cartridges from Cassidy. As Jackson runs off, Kid walks over to Cat and assures her everything will be okay.

    Kid decides to become sober and clean himself up for his confrontation with Strawn. As Kid rubs his trembling hands together, Jackson brings him the valise. Kid does some sit-ups. Jackson massages the Kid's back as the Kid tests the steadiness of his hands. Kid practices his quick draw -- at first Jackson is able to clap before Kid can level his gun, but Kid gets faster as they go. Kid shoots at cans and bottles that Jackson tosses in the air. He hits every one. Jackson asks Kid if he wants a drink, but Kid tells him, "no booze". Jackson adds water as Kid takes a steaming bath. Kid shaves with a straight razor.

    Jackson opens the valise and takes out a girdle. Jackson helps Kid, standing in front of a full-length mirror in his long johns, get into the girdle. As Jackson helps him with his shirt, Kid looks at his hand; it is steady. Kid has silvery garters for his shirt sleeves and a matching vest. Jackson helps him with his gun belt with a garish silver buckle. Kid holsters his shiny guns. Jackson helps him put on his hat with a silver hat band. Kid is now sober and dressed in his finest.

    Sam and Sunrise are singing and play piano at a brothel. Kid comes in, spurs jangling, and goes upstairs. He walks down the hall, opening each door, only to be greeted by a woman's scream... and then a mans scream, where Kid does a double-take. At the last door, he finds Strawn. Strawn, sitting, says "it's been a long time". Kid notices Strawn's silver nose and strap on the dresser. Strawn asks Kid if he's there for money or for a job. Kid squares up. Strawn stands and notes that there's never been any love lost between them. Strawn goes for his gun, but Kid says he cant, and turns away. Strawn draws anyway, Kid kneels down and draws. In the drawing room, the Englishman is being entertained by three prostitutes. We hear the gun shot.

    Back at the Hole-in-the-Wall saloon, a black clad man with a silver nose barges in. Cat shrieks, but its Kid. He takes off the nose and twirls it by the strap. He happily kicks back in a chair and says it was just swell. Kid says that even when they were kids, Strawn would always sneak around and shoot kids in the back, and he thinks Strawn thought Kid was still on the booze. Cat is surprised that Kid and Strawn used to play together as kids. Kid says that he and Strawn are twin brothers; Cat, Jackson and Jed are shocked. Kid continues to reminisce and says he took Strawn just like the dime novel said.

    Clay busts in and says that Kid has brought the roof down; that half of Wolf City is on its way to Hole-in-the-Wall. Kid looks at Cat and assures her they can take them like they did last time. Clay continues and says that Percival has added at least fifty of his own goons. Kid grabs Clay by the arm and demands that he try to remember if the men were professionals or just barroom sweeps. Clay describes them as professionals. Kid says that with Strawn dead, they might as well be sweeps. Clay warns that Strawn was just a hired hand, and that these men are an army. He grabs Cat and says he's taking her out of there. Cat asks Clay if hes sure about the men. As he embraces Cat, Kid says if Percival wants a fight, then they'll give him one he and Cat Ballou. Clay accuses Kid of wanting to die. Kid says he's done everything he's wanted to do and been everywhere he's wanted to go. He says he and Cat can make history. Clay accuses Kid of trying to get Cat killed. Kid says its better than dying in a dirty hotel, or off somewhere drunk a fate he was always afraid of for himself until Cat came along. Cat tenderly tells Kid that there are places she wants to see and things she wants to do.

    Clay says now she is making sense, that they can now go to Saint Louis. She rejects him. He suggests Sioux Falls. She rejects him again. He asks if shes afraid to be seen with him that he will marry her. Cat is indignant that he thinks THAT is what a woman wants a man to say or do in order to save her. She runs out.

    Kid glares at Clay and says he's been studying her and now realizes that Cat loves Clay, not himself. He also realizes Clay had been laughing at him the whole time and says that he will make Clay do the right thing. Kid circles the table, grabs a chair and smashes it into little pieces. Jed and Jackson grab Clay and hold him away from Kid. Kid proposes guns, bottles, fists, knives, clubs, they're all the same to him. Clay doesn't know what Kid is talking about. Kid demands he marry Cat. Clay says he would, but Cat won't. Kid philosophizes that "at first you can't stand to get hit, but then you realize you CAN take it, because the blood doesn't matter and you know you're going to live". Kid tells Clay that he's giving Clay a gift to know that it doesn't hurt to fight. Kid chases Clay around the saloon and roundhouses him into Jed. Jed punches Clay into a chair, saying that Clay is kin and has been a millstone around his neck all his life. Clay stumbles to Kid, realizes what he is doing, and stumbles toward Jackson, who also punches him, saying everyone else was doing it and he shouldn't be excluded for reasons of race, creed or color according to the Fourteenth Amendment. Cassidy pops his head in and asks if he can have his saloon back now that Cat is leaving. They all rush to the window to see her riding off.

    Cat, dressed like a prostitute, calls on Percivals private railroad car. The valet introduces her as a consolation from the town. Percival is beside himself. She takes off her stole, revealing a low-cut dress, and hands it to the valet who scurries off. Percival asks if she wants a drink and he calls the valet to bring it. She says her name is Trixie and says shes never seen a train car like this and he shows her the bedroom. The valet brings champagne and Percival dismisses him for the evening.

    Percival turns to put on a phonograph and to dim the lights and when he turns back around, Cat has a gun on him. She re-introduces herself as Catherine, Frank Ballous daughter. He is not impressed. She produces a rolled up piece of paper from her bodice and demands that he signs it. Its a confession, saying that he hired Strawn to kill Frank. He asks what if he doesn't sign, and she says shell kill him. He is still not impressed. He doubts she has it in her, and goes for the gun. They struggle and the gun goes off; Percival falls dead.


    Back outside the town jail, Cat, in her white dress, watches through her window as the temperance women continue to sing. The crowd outside is now much larger. The Sheriff, standing outside her cell, has been eyeing his pocket watch, and happily declares it is time. Cat looks out the window again and says she's sorry the people do not like her. The Sheriff says its understandable, since her killing Percival ended the plans for the slaughterhouse, so now there are no jobs, and no payroll. He continues that she took the bread out of the mouths of half of Wolf City; and that she doesnt have a friend in the world. The Sheriff calls for the reverend. As he blurts out a few nonsensical bible verses, Cat recognizes it is Jed.... dressed once again in his parson's disguise. He leads her out of the cell.

    Meanwhile, Jackson, dressed like an undertaker, runs up and sees Kid on his horse, both slumped against the jail house wall... drunk once again. Jackson is disappointed that Kid chose this time to fall of the wagon and that they are all counting on him. Kid waves him off.

    Jed walks Cat through the jeering crowd. The temperance women are singing Rock of Ages. On the gallows are the Sheriff and a few men including the hangman and Jed. The Sheriff tells the crowd to quiet, and asks Cat for her last words. She says, "Let's get on with it". The Sheriff gives the signal and the hangman puts the noose around Cat's neck. She looks back at Jed but he just looks away. Under the gallows, in the coffin intended for Cats body, Clay lifts the lid and peeks out. Jackson, sitting on the horse-drawn hearse next to the gallows, looks back and sees Kid in the same position he was before. The Sheriff gives the signal and a man pulls the lever. Cat falls. Jed has produced a razor from his fake bible and cuts the rope. Clay is under the trapdoor and catches Cat in his arms. Jackson has the side door to the hearse open, and Clay helps Cat inside; he follows her. Jed jumps off the gallows onto the roof of the hearse and sits down next to Jackson. They ride off. Jed asks Jackson where Kid is, but Jackson shakes his head. As they drive down the main street, men with rifles follow, and Kid finally rides into view, half-horizontally again. He shoots randomly causing a banner to fall and tangle up a man on a horse. Another shot frightens some draft horses that run off and spill their load of beer casks, which causes the road to become slippery, and other riders to slip and fall. One of the casks pops its cork near Kids horse, spooks the horse, which carries Kid, half-horizontally, out of town.

    Sam and Sunrise sing that where Cat rode off to is a mystery, but that she's made history, and that her legend continues to grow.

    The hearse rides off into the mountains with Kid, half-horizontally on his horse, following. Jackson, sitting next to Jed, takes off his undertakers top hat and happily puts on his own. Cat and Clay, looking out the back of the hearse, kiss.