FADE IN:

               EXT. WOODS

               The Rangers plunge into thick woods. Branches slap at them,
               but the sound of gunfire keeps them going. Captain Malcolm
               is still in the lead, flanked by two young men who are
               obviously brothers. The big, handsome one is COLE YOUNGER;
               the skinny one with the lopsided hair is BOB YOUNGER.

               EXT. WOOD'S EDGE

               They break through the other side of the woods, emerging
               behind a rickety set of fence-post fortifications. Instantly
               GUNFIRE tears apart the trees around them. The Captain's
               horse goes down, and the Younger brothers dive and roll to
               hide beneath the palisade.

               The Captain, still alive, has fallen beyond the wooden
               shield. Cole scrambles through the savage rifle fire, grabs
               Captain Malcolm, and hauls him behind the fortification.

                                     CAPTAIN MALCOLM
                              (bellowing)
                         Fall back into the woods! Out of
                         your saddles before you're shot out
                         of 'em!

               The Rangers leap from their saddles as a new sound starts
               -- a dull roar that grows and approaches and BBRRRRAPPPPP
               as, unbelievably, trees EXPLODE INTO SPLINTERS and horses
               and men go down in a heap!

                                     COLE
                         Gatling! They've got a Gatling!

                                     BOB
                         Dammit, this stopped being fun
                         about two years ago!

               Some men are crawling to the fortifications, others are
               staying in the woods. The Captain pokes his head up to take
               a look. With him WE SEE

               EXT. ANOTHER HILLSIDE

               At the top of which, about a hundred fifty yards off, is a
               three man Gatling crew. Squads of Union soldiers are
               beginning to make their way down the hillside. And just to
               their right is an EIGHT INCH CANNON with a burning fuse --

               EXT. FORTIFICATIONS

                                     CAPTAIN MALCOLM
                         DOWN!

               BOOM! And with a whistle the cannonball TEARS THROUGH the
               forest and EXPLODES just behind the Rangers. Some of the men
               are screaming from injury and panic.

                                     CAPTAIN MALCOLM  (CONT'D)
                         Cole! Bob! You boys okay?

                                     COLE
                         Hell, take more than a cannon to
                         kill the Younger brothers, sir!

                                     BOB
                         I think the cannon's doing a pretty
                         good job, Cole.

               A full-blooded Indian, COMANCHE TOM, crawls up next to them.

                                     COLE
                         Some Indian tracker you turned out
                         to be, Tom.

                                     COMANCHE TOM
                         You pay me to find you Bluecoats.
                         There they are.

               ANOTHER ROUND from the Gatling chews up the trees and
               fencing, driving their heads down.

                                     CAPTAIN MALCOLM
                         They're using the Gatling and the
                         cannon to cover their advance. We're
                         pinned unless we take them out!

               Cole peers through the rails.

                                     COLE
                         Those gunners are too far away...

                                     CAPTAIN MALCOLM
                         Get me the James boy.

                                     COMANCHE TOM
                         You want Jesse?

                                     CAPTAIN MALCOLM
                         Not Jesse, the one who can shoot.

               Comanche Tom rolls back to the edge of the woods.

                                     COMANCHE TOM
                         FRANK!

               EXT. WOODS - A FEW YARDS BACK

               Among the squatting men a single one STANDS UP. FRANK JAMES
               is tall with a dark, thoughtful face. He looks sadder than
               his 23 years should allow.  His hand is wrapped around a
               longbarrel Enfield 30.

                                     FRANK
                         Jesse.

               The long rider behind him turns around. He's JESSE JAMES,
               20. He's too damn good-looking and he's got your best
               friend's eyes. There's a coiled energy to him, and right now
               he seems more angry than afraid. Next to him is WEB MIMMS,
               15, who is terrified and trying not to show it.

                                     FRANK  (CONT'D)
                         Watch Web.

                                     WEB
                         I don't need watchin'!

                                     JESSE
                         Web, I bring you back dead and your
                         sister'll kill me. Now shut up and
                         lie there.
                              (then)
                         Careful, Frank. And make sure Bob
                         and Cole are okay.

               EXT. FORTIFICATIONS

               Loose shots spitting up dirt and wood chips everywhere.
               Frank crawls up, nods to the Youngers, peers through the
               stacked wood. Another EXPLOSION from the cannon.

                                     FRANK
                         Cannon or Gatling?

                                     COLE
                         Both would be nice.

                                     FRANK
                         Soon as I hit one, the other'll
                         know and beat us up.

                                     CAPTAIN MALCOLM
                         Cannon.

               Frank raises his head just high enough to poke the Enfield
               over the stacked fenceposts. Everyone else is flinching from
               the suppressing fire. Frank is perfectly still. Squinting,
               aiming, perfectly centered ... BANG.

                                                                    CUT TO:

               EXT. CANNON STATION

               As the Captain of the six man crew SNAPS BACK and hits the
               ground dead. Before the others can react, two more grab
               their throats and drop. The remaining soldiers bolt from the
               cannon.

               But the Gatling crew swings the gun around and the barrels
               BLAZE.

                                                                    CUT TO:

               EXT. FORTIFICATIONS

               Frank and the others hit the dirt as the Gatling shreds the
               fenceposts, fells trees, churns the ground, stitching a path
               of destruction across the bulwarks and into the woods where

               EXT. WOODS

               The Gatling rounds are everywhere. Rangers jerk as the
               Gatling tears them apart. Jesse grabs Web to his chest and
               swings around, shielding the boy with his own body. When the
               fire pauses for a moment. Jesse looks down -- he's covered
               in blood. He lets Web fall away. Blood bubbles up from where
               the boy's chest used to be.

                                     JESSE
                         Hell no...

               Jesse's trying to stop the blood with his bare hands.

                                     WEB
                         Aw, Jesse.
                              (crying)
                         I never even got to be with a girl.

               Web dies.

               Jesse sighs. He's seen too much death to cry anymore. He
               stands up, pivots, and strides for the fencepost barrier.
               Rifle fire is zipping through the air all around him, but he
               keeps walking.

               EXT. FORTIFICATIONS

               Frank, the Younger brothers, Comanche Tom and the Captain
               are all still there. Captain Malcolm peers through the wall.

                                     CAPTAIN MALCOLM
                         They're getting closer.

               Jesse arrives, slaps Cole's shoulder. Cole grins grimly.

                                     COLE
                         'Bout time you got here, buddy.

                                     JESSE
                         What's going on?

                                     FRANK
                         Every time I put my head up to hit
                         that Gatling, they try to shoot it
                         off.

                                     JESSE
                         So we got a plan?

                                     BOB
                         My plan of lying here pissing
                         myself seems to be working mighty
                         fine, thank you.

                                     FRANK
                         I can hit those boys from here. We
                         just need a distraction.

                                     JESSE
                              (smiling)
                         A distraction? Well, why the hell
                         didn't you just say so?

               Jesse sprints back into the woods. Cole, Bob, and Frank
               exchange looks.

                                     BOB
                         He's smiling.

                                     COLE
                         Never a good thing.

                                     FRANK
                         This ought to be interesting.

               ANOTHER ROAR from the Gatling pushes their heads down, but
               as that sound fades, another blends in, growing louder and
               louder, the SOUND OF HOOFBEATS

               ANGLE ON

               The men at the fortification, turning to face the woods,
               their faces stunned as JESSE JAMES ON HORSEBACK AT FULL
               GALLOP EXPLODES from the woods, heading straight at his own
               men and at the last second LEAPS OVER THE BARRIER, and as he
               does Jesse leans back in the saddle to let the wind strip
               off his longrider coat, revealing for the first time his
               GUNS -- two Colts at the hip, a crossed bandolier on his
               chest with two cross-holstered Colts at the shoulders, and
               two Colts in the small of his back.

               And for that one second as Jesse and the horse are in
               mid-air and the longrider coat trails behind him like
               leather wings and his guns gleam blue in the sunlight, Jesse
               James is the Angel of Death.

               EXT. HILLSIDE

               The horse hits the ground running. The Union troops are in
               shock as Jesse draws both his hip Colts and starts firing.

                                     JESSE
                         Come on, ya Yankee bastards!

               His GUNS BLAZING, Jesse rides straight at the Bluecoats.
               Five, six are down before they can even react. They start
               firing back, but they can't draw a bead. Two more are down.
               Jesse's making every bullet count.

               ANGLE ON

               The Gatling gun as the crew swings it around and FIRES,
               hundred of rounds tearing straight at Jesse

               ANGLE ON

               Jesse who incredibly cuts the horse hard left using just
               his knees, still shooting as the Gatling volley goes wide,
               actually killing two of the Union soldiers behind Jesse.

               But then the arc of fire takes Jesse's horse in the rump.
               The horse falls, but Jesse dives off, still firing, killing
               another two soldiers. Then he hits the ground, rolls, and is
               up and running, dropping the spent Colts and drawing the two
               shoulder guns in one smooth motion, never interrupting his
               shooting.

               EXT. FORTIFICATIONS

               Frank sees the Gatling swing away from him. He stands and --

               EXT. HILLSIDE

               -- BANG as the Gatling triggerman drops, BANG as the
               ammo-feeder goes down, and BANG as the third man falls
               before the echo of the first shot clears.

               EXT. FORTIFICATIONS

               Cole is the first one on his feet.

                                     COLE
                         WAAAHHHHOOOO!! We're coming Jesse!

                                     CAPTAIN MALCOLM
                         Charge!

               With a ragged cheer the RANGERS ERUPT FROM THE FOREST, some
               actually on horseback, firing at the exposed Union troops.

               EXT. HILLSIDE

               Soldiers are swarming Jesse, but he's moving, turning, an
               untouchable blur in the chaos. As he drops two more empty
               Colts and reaches for the last two at his back, a SOLDIER
               just an arm's length away BRINGS UP A RIFLE.

                                     JESSE
                         Oh, you do not!

               Jesse grabs the rifle barrel and drives the butt straight
               back into the soldier's nose. The Union boy falls, releasing
               the gun. Jesse swings the rifle in a smooth arc, bashing
               another soldier in the jaw, and then spins it effortlessly
               into his opposite hand and FIRES it point blank into another
               Union soldier.

               ANGLE ON

               The Rangers PLOWING INTO the Union soldiers. Rattled, the
               Union troops are beginning to break and fall back.

               ANGLE ON

               Jesse as another nearby soldier draws a revolver. Jesse
               snags his hand, twists it, wrapping the man's arm backward
               around Jesse's waist. With the other man still gripping the
               weapon, Jesse FANS THE HAMMER as he turns, shooting six more
               Union soldiers as they try to rush him. With a final yank,
               Jesse pulls the Colt from the man and crashes it down on his
               skull.

               ANGLE ON

               the Union soldiers in full retreat.

               EXT. THE GATLING STATION

               The few remaining Bluecoats break and run as Jesse reaches
               the Gatling. Suddenly a FIGURE LEAPS UP from behind the
               Gatling and FIRES his rifle. A bloody streak tears Jesse's
               cheek and he stumbles onto his back. With a cry, the figure
               jumps forward and buries his bayonet in Jesse's chest!

               Jesse gasps, then, puzzled, looks down. The bayonet has
               lodged right in the "X" of the ammo belts on his chest,
               stopped by the bullets and leather. Jesse kicks. As the
               Union soldier is knocked back, Jesse smoothly snap-kicks to
               his feet and draws both remaining Colts. He pulls up short.

               It's a fifteen year old boy, Web Mimms in a blue uniform.
               There's a deadly pause.

                                     JESSE
                         You ain't even been with a girl,
                         have you?

               The boy shakes his head. Jesse waves him off with the guns.

                                     JESSE  (CONT'D)
                         Git.

               The boy scurries off. Jesse turns and lopes down the hill.
               Instantly he's surrounded by cheering Missouri Rangers.

               EXT. HILLSIDE

               The Rangers move past Jesse. Jesse suddenly realizes Frank
               is there. They fall into step together.

                                     JESSE
                         Distracting enough for you?

                                     FRANK
                         Pff. They hardly even noticed you.

                                     JESSE
                         So you're saying I could have done
                         more to attract their attention.

                                     FRANK
                         Mm-hmm.

                                     JESSE
                         Such as?

                                     FRANK
                         You could have worn one of those
                         big, floppy woman's Easter Sunday
                         hats.

                                     JESSE
                         That would have made an impression.

                                     FRANK
                         I figure.

                                     JESSE
                         See, that's your problem, Frank. By
                         the time you finish figuring out
                         stuff, I'm already finished doing it.

                                     FRANK
                         No, Jesse, your problem is you're
                         always doing stuff before I'm
                         finished figuring it out.

               Cole, Bob, and Comanche Tom RIDE UP on their recovered
               horses. Cole jumps down and picks up Jesse in a bear hug.

                                     COLE
                         Wait'll we get back to Missouri,
                         start telling those gals about how
                         little Jesse James charged the whole
                         Union Army by himself!

                                     COMANCHE TOM
                         You ride like a Comanche.

                                     BOB
                         You can ride like that?

                                     COMANCHE TOM
                         I said like a Comanche, not this
                         Comanche.

               Cole mounts up, reaches down a hand to Jesse.

                                     COLE
                         Ride with me, cousin?

                                     JESSE
                         I could use the walk.

                                     COLE
                         Suit yourself. We'll have some
                         horses waiting for you at the road.
                              (then)
                         Let's ride, Rangers!

               Cole slaps leather and the Rangers canter off. As they
               disappear we hear:

                                     BOB
                              (low)
                         Now, I would just sound stupid
                         saying something like that...

               Jesse and Frank watch them go, then start walking again.

                                     JESSE
                              (finally)
                         Web's dead.

                                     FRANK
                         I reckoned.

                                     JESSE
                         Hell of a war.

                                     FRANK
                         I'm sure it seemed like a good idea
                         at the time.

               EXT. ROAD - DUSK

               The James brothers, the Youngers, and the other Rangers
               ride down a dirt road toward a ragtag column of Confederate
               soldiers. The grey uniforms are ghostlike in the twilight.
               The men are obviously broken, dispirited. The column
               stretches down the road and around a bend as far as the eye
               can see.

               Jesse and the other Rangers ride into the midst of the
               Confederates who part and flow around the horsemen like a
               slow-moving river.

               For a moment, nobody speaks while the whole eerie
               procession glides past.

                                     COLE
                         Where you boys going?

                                     JESSE
                         There's Yankees back there. Lot's
                         of 'em.

               One grizzled Confederate VETERAN, his arm in a bloody
               sling, looks up at Jesse.

                                     VETERAN
                         War's over, son. General Lee
                         surrendered yesterday at Appomattox.

               The soldiers move on. The Rangers stare into the middle
               distance of despair. Cole rubs his hands across his face.

                                     FRANK
                         Yesterday.

                                     BOB
                         Well, somebody better go tell THE
                         DAMN YANKEES!

                                     COLE
                         What do we do now?

               Jesse seems to be the only one with a clear head.

                                     JESSE
                         Home. We go home. We ride like hell
                         to get there, and we kill anything
                         or anyone that comes between us and
                         our homes. And when we get there we
                         stay there and God help any fool who
                         tries to get me to leave my farm
                         again.

                                     BOB
                              (pause)
                         Best damn plan I heard all war.

               Jesse jerks his reins, and the last remaining survivors of
               the Missouri Rangers trot off into the sunset.

               MONTAGE

               -- Jesse, Frank, the Youngers and Comanche Tom riding hard
               down country roads, past burned out farms.

               THE RIDERS

               Are struggling through a downpour in a pitch black night,
               one of the horses slipping, going down.

               BLAZING SUN

               On a dusty road, the Youngers sharing a horse now,
               everybody just trying to keep moving.

               EXT. HILLTOP - DAY

               Jesse, Frank, Cole, Bob, and Comanche Tom are looking down
               on the frontier town of Liberty, Missouri.

                                     FRANK
                         Hello, Liberty Missoura!

                                     JESSE
                         All this time in the saddle... We
                         get to the farm, I'm going to shoot
                         this damn horse just on principle.

                                     COLE
                         Never thought that pissant town
                         would look so pretty.

                                     BOB
                         Anywhere nobody's shooting at me is
                         pretty.

                                     JESSE
                         Home, boys. Back to our farms.

                                     COLE
                         Planting corn. Harvesting corn.
                         Year after year.

                                     BOB
                         Corn gonna shoot at me?

                                     FRANK
                         Nope.

                                     BOB
                         Then I love it.

               They start to ride down into town.

                                     COLE
                         Tom, why don't you stop at our
                         spread before you head on out to the
                         reservation? Figure we might have
                         some work for you, if you want.

                                     COMANCHE TOM
                         Hmm. Go back to the reservation and
                         get drunk in a dirt shack, or work
                         for you...

                                     COLE
                         Well?

                                     COMANCHE TOM
                         I'm thinking...

               Cole throws a playful punch at Comanche Tom.

               EXT. LIBERTY STREET - DAY

               The gang is riding into the main stretch of town. They're
               grinning, happy to be home, until --

                                     JESSE
                         We got problems.

               DOZENS OF UNION SOLDIERS are walking along the boardwalk,
               lingering near the saloon, all suddenly staring at the
               riders.

                                     COLE
                         What the --

                                     FRANK
                         Must be a garrison in town. We're
                         in occupied territory, boys.

               Cole is returning stares.

                                     JESSE
                         Hands off your hip, Cole.

                                     COLE
                         You're not scared, are you?

                                     JESSE
                         Pick your fights, cousin. You
                         taught me that.

                                     BOB
                         It gets worse.

               There in the center of town, is a brand new scaffold. Three
               bodies, fresh ones, are hanging from the nooses.

                                     FRANK
                         Jesus mercy, that's Charlie
                         Higgins, Dave Laller ...

                                     BOB
                         ... Will Perry ...

                                     COLE
                         They rode with Quantrill's Rangers.

               The riders stop at the scaffold, take off their hats.

                                     JESSE
                         Looks like Web Mimms wasn't the
                         only casualty this town's got.

                                     FRANK
                         We better go to Doc's, see what's
                         going on here.

                                     COLE
                         I'm cutting them down.

               Cole starts to dismount. Jesse grabs his arm. The Union
               Soldiers have started to form a crowd

                                     JESSE
                         Not now.

                                     COLE
                         What is wrong with you?

                                     JESSE
                              (low)
                         In case we have to kill these
                         sonofabitches, I don't want them to
                         see us coming.

               Cole thinks, nods. They ride away from the scaffold.

                                     BOB
                         Cole, I want to get to the farm,
                         make sure Little Jim and the girls
                         are okay.

                                     FRANK
                         Stop by our spread after that, tell
                         our Ma we're all right. We'll go to
                         Doc Mimms.

               The Youngers and Comanche Tom split off, start to trot away.

                                     COMANCHE TOM
                         I think I may just go on to the
                         reservation.

                                     BOB
                         Tom, I'm this close to coming with
                         you...

               EXT. MIMMS HOME - DAY

               Jesse and Frank ride toward a handsome white two-story
               frame house that stands in a grove of elm trees.

               ANOTHER ANGLE

               They dismount and walk up to the porch. A FARM HAND in a
               cowboy hat is nailing a rail onto the porch.

                                     JESSE
                         Scuse me, we're here for the Doctor.

               The farm hand turns and pulls off his hat -- her hat. She's
               a chestnut-haired beauty in her late teens, ZERELDA MIMMS.

                                     ZEE
                         Jesse! Frank!

               She hugs both of them enthusiastically. Jesse is obviously,
               immediately smitten.

                                     JESSE
                         Zerelda? Little Zee Mimms?

                                     ZEE
                         You were little Jesse James when
                         you left.

                                     JESSE
                         But you got big!

               Zee arches an eyebrow.

                                     JESSE  (CONT'D)
                         I mean, you aged --

               Zee arches both eyebrows.

                                     JESSE  (CONT'D)
                         I mean, I mean, in a good way you
                         got big and older.

               Zee tilts her head. Jesse's mouth moves, but nothing comes
               out, until

                                     JESSE  (CONT'D)
                         Frank, don't you have something to
                         say?

                                     FRANK
                         You're doing just fine.

                                     JESSE
                              (pulling it together)
                         Zee, we got to talk to you and your
                         father.

               DOC MIMMS, a grey-haired man wearing rimless spectacles,
               steps out of the doorway.

                                     DOC MIMMS
                         Frank, Jesse.
                              (looking)
                         Where's Web?

               ANGLE ON

               A LONG SHOT of the Mimms house. We can see, but not hear,
               Jesse talking. A beat, then we hear Zee CRY OUT.  Doc Mimms
               staggers, SLUMPS DOWN in the door frame. Jesse and Frank
               rush to help him.

                                                               DISSOLVE TO:

               INT. PARLOR - A WHILE LATER

               The room is comfortable and elegant in a simple way. Doc
               Mimms is slumped in a big chair. Zee, her eyes red, is
               pushing a glass of sherry into his hands. Jesse and Frank
               sit across from him.

                                     JESSE
                         -- rode right into them, screaming
                         like a banshee.

                                     DOC MIMMS
                         My little Web did that?

                                     JESSE
                         Pff. He jumped his horse clear over
                         our heads, killed a dozen Union
                         soldiers before they knew what hit
                         them.

               Jesse looks at Frank, urging him on.

                                     FRANK
                         Whyyyy... he took down the Gatling
                         gun and the cannon all by himself.

                                     JESSE
                         Saved all our lives, Doc. None of
                         the Liberty boys would have come
                         home if not for Web Mimms, Doc.
                         God's honest truth.

               Doc is fighting back tears, but proud.

                                     DOC MIMMS
                         Web died fighting?

                                     JESSE
                         Died a hero.

                                     ZEE
                              (quietly)
                         But still died.

                                     JESSE
                         If there's anything we can do for
                         you, Dr. Mimms. We want to help.


                                     DOC MIMMS
                         Start thinking about yourselves.
                         You, the Youngers, Clell Miller, all
                         of you. Don't end up like Charlie.
                         They found out Charlie rode with
                         Quantrill's Raiders. They arrested
                         him, tried him by military tribunal
                         and hanged him this morning.

                                     FRANK
                         I thought there was general amnesty.

                                     DOC MIMMS
                         For soldiers, yes. But if you rode
                         in one of the partisan bands,
                         they'll hang you for treason. And
                         you boys are in more danger, because
                         you've got a farm.

               Jesse and Frank don't understand.

                                     ZEE
                         Daddy, don't start with this again.

                                     DOC MIMMS
                         Zerelda, it's no coincidence. The
                         railroad men come through, offering
                         to buy up land. Nobody sells. Then
                         they start hanging men who own farms
                         for treason?

                                     FRANK
                         You're saying the railroad's got
                         the Army doing it's dirty work?

                                     DOC MIMMS
                         Rich men in Washington, don't
                         matter if they wear a tie or a
                         uniform, they're all the same.

                                     JESSE
                         All we thought about was coming
                         home. I swore I'd kill anybody who
                         tried to get me off my farm again.
                         If I have to go to war with the
                         railroad to stay, fine by me.

                                     FRANK
                         Think about this. If we just come
                         up with a story and stick to it, we
                         should be all right.

                                     JESSE
                         What kind of story are they going
                         to believe?

                                     ZEE
                         Hmm. You were in the Confederate
                         Army with General Hood's Texas Army
                         until... say Sharpsburg, then you
                         were reassigned to General Jeb
                         Stuart's cavalry until you
                         surrendered in Tennessee.

               Pause. The men stare at Zee. Up goes the eyebrow again.

                                     JESSE
                         That just might work.

                                     FRANK
                         Maybe, maybe...

                                     DOC MIMMS
                         Now go on to see your Ma. She'll be
                         glad to see her sons alive.
                              (choking)
                         And for her sake, stay that way.

               EXT. MIMMS HOME - MINUTES LATER

               We see Frank and Jesse mount up. Zee is at the door seeing
               them off.

                                     FRANK
                         We'll be back on Saturday with Cole
                         and Bob, give you a hand with the
                         repairs.

                                     ZEE
                         Thank you. For everything.
                         Especially that story you told my
                         father.

               Jesse is about to object, but Zee raises a hand.

                                     ZEE  (CONT'D)
                         I'm going to go cry now, so I don't
                         have time for your lies. But I'll
                         see you Saturday.

               Zee kisses her fingertips and extends them to the boys,
               then disappears into the house.

                                                                  CLOSE ON:

               Frank shaking his head as they ride away.

                                     FRANK
                         That Zerelda turned into a hell of
                         a woman, eh --

               WIDEN TO REVEAL Jesse's not next to him. Frank turns.
               Jesse's still staring at the door.  Frank rides back, takes
               Jesse's horse by the reins.  As Frank turns Jesse's horse
               and leads it away, Jesse's head keeps pivoting, fixed on the
               door. After a moment, Jesse turns to look forward, taking
               his reins.

               The brothers ride away slowly.

                                     FRANK  (CONT'D)
                         "Big and older"?

                                     JESSE
                         You can shut up now.

                                     FRANK
                         You are a charmer.

                                     JESSE
                         I swear I'll shoot you in your
                         sleep.

                                     FRANK
                         Next time try "fat and haggard."

               Jesse pulls down his hat and groans into it.

               EXT. JAMES FARM - DAY

               Jesse and Frank ride up. Out of the farmhouse bursts MA
               JAMES, a big, rugged frontier woman who is absolutely
               hysterical.

                                     MA
                         My boys! My boys!

               She hauls Jesse and Frank clean out of their saddles.

                                     MA  (CONT'D)
                         My boys are alive!

                                     FRANK
                              (strangling)
                         Not if you don't ease up a bit,
                         Ma...

               She looks at both at arm's length.

                                     MA
                         Did you kill Yankees?

                                     JESSE
                         A fair number, Ma.

                                     MA
                         Say your prayers?

                                     FRANK
                         Every night, Ma.

                                     MA
                         Good. Now get inside and wash up
                         for dinner.

               INT. JAMES HOME

               Jesse and Frank enter, surprised to find Cole, Bob,
               Comanche Tom, and a gawky 15 year old JIM YOUNGER all eating
               at their kitchen table.

                                     FRANK
                         Well look at Jimmy Younger. You're
                         all grown up.

                                     JIM
                              (mouth full)
                         Mmmph-hmpph.

                                     BOB
                              (sheepishly)
                         Your Ma wouldn't let us leave until
                         we ate something.

                                     COLE
                         That was two hours ago.

                                     MA
                         I don't see clean plates.

               The men dutifully return to the meal. Jesse nods his head
               at Comanche Tom.

                                     JESSE
                              (quiet)
                         Ma, I'm glad to see you being nice
                         to our Injun friend.

                                     MA
                         He's a good Christian and he killed
                         Yankees. Jesus told me that made him
                         an all right boy.

               Ma WALKS OFF.

                                     FRANK
                         She's still talking to Jesus.

                                     JESSE
                         What worries me is that Jesus is
                         talking back.

               EXT. JAMES FARM

               We can hear the laughter from inside the lit house. Night
               falls and

                                                               DISSOLVE TO:

               EXT. JAMES FARM - DAY - A FEW WEEKS LATER

               Like a time-lapse film we see the surrounding trees have
               filled out, the stone fence is repaired, the shabby paint
               redone in sparkling white. Jesse and Cole, shirtless, are
               driving a post into a hole. Frank STEPS OUT of the house and
               joins them.

                                     JESSE
                         You ever notice Zerelda's eyes?

                                     COLE
                         She got two of them.

                                     FRANK
                         I think one of 'em's glass.

                                     COLE
                         Which one, right or left?

                                     FRANK
                         The brown one.

                                     JESSE
                              (to Cole)
                         You talk big for a man who screwed
                         another man back in Atlanta.

               Frank laughs as Cole raises the shovel to strike Jesse.

                                     FRANK
                         Oh, Lord, the dance hall girl at
                         Bunty's...

                                     COLE
                         Sadie was not a man!

                                     JESSE
                         She had a moustache.

                                     COLE
                         She was European!

                                     JESSE
                         All right, calm down. I'll agree
                         Sadie was a woman --

               Jesse and Frank swallow their laughs.

                                     JESSE  (CONT'D)
                         -- if you stop saying things about
                         my Zee.

                                     FRANK
                         Your Zee? Hmm.
                              (quoting)
                         "From women's eyes this doctrine I
                         derive: they sparkle still the right
                         Promethean fire; They are the books,
                         the arts, the academes, that show,
                         contain, and nourish all the world."

                                     COLE
                         I have no idea what you just said,
                         but it sounded real nice.

                                     FRANK
                         Shakespeare.
                              (pause)
                         He's European.

                                     COLE
                         Ah.

                                     JESSE
                         You want to write that down for me
                         so I can say it to Zee?

               The post finally drops straight into the hole. Jesse and
               Cole shrug into shirts and grab a pitcher of lemonade.

                                     JESSE  (CONT'D)
                         Thanks for the help.

                                     COLE
                         After all you did on our farm?
                              (sips, then)
                         You miss it, don't you Jesse?

                                     JESSE
                         The war? What, are you crazy?
                              (beat)
                         There are things I miss about it.

                                     COLE
                         It was exciting.

                                     JESSE
                         But it was a whole lot of killing.
                         Why should we miss that?



                                     COLE
                         Because we were good at it?  Hell,
                         we were great at it. Jesse, don't
                         tell anyone I said this, because
                         everybody knows I'm the toughest man
                         in this town, but you are one
                         terrifying sonofabitch with those
                         guns.

                                     JESSE
                              (regretful, but not)
                         Yeah.

               Frank looks at Jesse thoughtfully. Then all three notice

               ANGLE ON

               A BUGGY that stops at the edge of the property. Ma STEPS
               OUT onto the porch next to Frank to meet:

               A man in a suit, ROLLIN PARKER, and three riders who
               dismount and flank Parker: two DETECTIVES and a big Scot
               with a beard and no moustache, ALAN PINKERTON. Pinkerton is
               wearing a suit and a gun in a high waistband. All four
               advance to the house.

                                     PARKER
                         Howdy, folks. How are you this
                         afternoon?

                                     COLE
                         "Howdy"?

                                     JESSE
                         Easterners.

                                     MA
                         We're just fine, thank you, sir.

                                     PARKER
                         I am Rollin H. Parker, personal
                         emissary of Mr. Thaddeus Rains,
                         president of the Rock Island and
                         Pacific Railroad. These two
                         gentlemen are Pinkerton detectives,
                         working for Mr. Thaddeus Rains,
                         president of the Rock Island and
                         Pacific Railroad, and this gentleman
                         here is the famous Alan Pinkerton,
                         founder of the Secret Service and
                         now working under contract to Mr.
                         Thaddeus Rains.

                                     JESSE
                         Would that be Thaddeus Rains,
                         president of the Rock Island and
                         Pacific Railroad?

                                     FRANK
                         You know him?

                                     JESSE
                         Heard of him.

                                     PARKER
                              (trying to regain
                              control)
                         As you have no doubt heard from
                         your neighbors, our railroad is
                         moving west.

                                     JESSE
                         That makes sense, as east would put
                         you underwater.

               Pinkerton coughs a laugh. Parker glares at him and
               continues.

                                     PARKER
                         ... moving west, opening the
                         frontier for folks such as yourself.
                         Your acreage here is on the proposed
                         right of way.

               Parker produces a piece of paper. Ma takes it.

                                     PARKER  (CONT'D)
                         I'm here for your signature on this
                         land sales contract. I'm authorized
                         to pay you two dollars an acre.

                                     MA
                         Two dollars?

                                     PARKER
                         That's right. That's the price
                         authorized by the railroad's board,
                         and approved by the Department of
                         the Interior of the Government of
                         the United States of America.

                                     MA
                         This land ain't for sale.

               Pinkerton steps forward.

                                     PINKERTON
                         Ma'am, I can understand how you
                         might feel that way -- you've made a
                         lovely home here. But it's really
                         not up to me or you. Are you
                         familiar with the legal concept of
                         the Right of Eminent Domain?

                                     FRANK
                         Yeah, I am. What about it?

               Parker is surprised. Pinkerton has become interested in
               these farmers.

                                     PINKERTON
                         Well, this land is about to be
                         condemned.

                                     PARKER
                         I'm doing you folks a favor --

                                     COLE
                         Said the skinner to the mule.

                                     PARKER
                         -- with a price of two dollars an
                         acre for this one time only offer.
                         After today the price goes down. So
                         if I were you, I'd just sign the
                         contract, and I'll be on my way.

               Frank takes the contract from Ma and hands it back to
               Parker.

                                     FRANK
                         Good day, Mr. Parker You can tell
                         Mr. Thaddeus Rains to put this where
                         the sun don't shine.
                              (to the boys)
                         Shakespeare.

                                     JESSE/COLE
                         Ah.

               Parker flushes with anger. Pinkerton and his men rest their
               hands on their guns.

                                     PINKERTON
                         I don't think you understand. You
                         don't have a choice.

               CLICK CLICK and we see Jesse's drawn and cocked two Colts
               from out of thin air. Frank has pulled his rifle from the
               doorway. Parker and the detectives are furious, but
               Pinkerton seems no more than curious.

                                     PARKER
                              (to Ma)
                         Ma'am. You have to look in your
                         heart and do what you know is right
                         here.

                                     MA
                         Let me ask the Lord.

               Ma bows her head for a moment. She then nods and looks up.

                                     MA  (CONT'D)
                         The Lord says we can bury 'em out
                         back in the orchard, nobody'll ever
                         find them.

                                     JESSE
                         Somebody's in a vengeful smiting
                         mood today.

                                     FRANK
                         Why don't we just let them go for
                         today, Ma. We'll bury them out back
                         next time.

                                     MA
                         Oh all right.

               Parker, and the detectives are stepping backward to the
               buggy.

                                     PARKER
                         You people are making a serious
                         mistake!

               Pinkerton himself has lingered, taking in the group.

                                     PINKERTON
                              (nodding)
                         Nicely played.

               Parker, Pinkerton and the detectives RIDE OFF. The group at
               the James house watches them go, then Cole turns to Jesse.

                                     COLE
                         Where the hell did you get those
                         guns?

               OFF JESSE'S SHRUG WE

                                                               DISSOLVE TO:

               INT. SCHOOL HOUSE - NIGHT

               Dozens of men and a few women are packed into the one room
               school house. Among them are Frank and Jesse. Doc Mimms is
               leading the meeting.

                                     FRANK
                         I went up to the courthouse and
                         looked at the right of way documents
                         for the rail bed. The railroad
                         doesn't even need our land, they're
                         just taking the land on both sides
                         for as far as they can.

                                     JESSE
                         Damn. All that reading paid off.

                                     DOC MIMMS
                         Floor recognizes Clell Miller.

               CLELL MILLER, tall and blond, steps forward.

                                     CLELL
                         They're saying we don't sell, we
                         might end up with nothing!

                                     FRANK
                         That's only if we don't stick
                         together.

                                     DOC MIMMS
                              (pointing)
                         Loni Packwood.

               LONI PACKWOOD, a sad, scruffy man stands up.

                                     LONI
                         I say this is the last straw. I
                         came back from the war, I found my
                         house burned down. My cows was dead.
                         Now my wife's run off with my
                         cousin, Jeb, that sonofabitch.
                              (tearing up)
                         Took my dog--

                                     DOC MIMMS
                         Ah, Loni, about the railroad.

                                     LONI
                         I forget.
                              (almost weeping)
                         Took my dog...

               Another FARMER steps up.

                                     FARMER
                         I signed.

                                     FRANK
                         Harlan, you can't.

                                     FARMER
                         I'm tired of fighting. I'm just
                         gonna take my family and move west.

                                     CLELL
                         Maybe we should hire a lawyer.

                                     FARMER 2
                         That's a good idea!

                                     FRANK
                         It would be, if the courts were on
                         the up and up.

                                     CLELL
                         So what do we do?

               ANGLE ON

               the school house door as it BANGS open and Bob Younger
               STUMBLES IN, bleeding from a cut on his forehead, being
               supported by Zee.

                                     BOB
                         They got Cole.

               He collapses into a seat. The crowd surrounds him.

                                     ZEE
                         He came to our house, Daddy. I
                         figured you'd all want to hear this.

               Jesse and Frank are next to Bob. Zee puts a hand on Jesse's
               shoulder. He notices.

                                     BOB
                         They came up, made the same offer
                         they made you folks. Our little
                         brother Jim tried to chase 'em off,
                         one of those detectives hit him in
                         the head, knocked him out. Cole lost
                         his temper.

                                     FRANK
                              (rubbing his
                              forehead)
                         Oh no...

                                     BOB
                         He just lost his temper a little.

                                     JESSE
                              (sighing)
                         How many of them did he kill?

                                     BOB
                         Two.

                                     FRANK
                         Damn!

                                     BOB
                         They said because the detectives
                         were working for the Department of
                         the Interior --

                                     FRANK
                         The Army can hang him.

                                     BOB
                         Tomorrow.

                                     CLELL
                         What do we do?

                                     JESSE
                         Nothing.

               The crowd stares at Jesse.

                                     JESSE  (CONT'D)
                         You folks are going to do nothing.
                         You're all going to go home right
                         now. So you're going to be able to
                         swear on a Bible that you don't know
                         anything about what's going to
                         happen tomorrow.

               Jesse's gaze is at once noble and terrifying. The crowd
               quietly begins to disperse.

                                     DOC MIMMS
                         Boys...

                                     JESSE
                         Go home, Doc.
                              (softly)
                         They ain't gonna hang no more
                         Liberty boys.

               Doc Mimms nods, EXITS.

               Jesse walks to the other end of the school house. Bob,
               Frank, Clell and Loni fall in behind him. The door SWINGS
               OPEN again and Comanche Tom enters with Jim Younger sporting
               six-guns way too big for him.

                                     COMANCHE TOM
                         I couldn't lose him.

                                     BOB
                         Jim Younger, I told you--

                                     JIM
                         It's my fault they're gonna hang
                         Cole. I want in.

                                     FRANK
                         Jim, it was just a matter of time
                         before they tried to hang somebody
                         else to scare off the other farmers.

                                     JESSE
                         And you're too young.

                                     JIM
                              (to Jesse)
                         I'm the same age you were when you
                         went off to war.

                                     JESSE
                         And the same age Web was. No.

                                     ZEE (O.S.) (O.S.)
                         You're wasting time.

               Zee joins them.

                                     JESSE
                         Zee, go home.

               Zee's eyebrows go up.

                                     ZEE
                         Who else was there when they hanged
                         the others?

               The men look at each other. Nothing.

                                     ZEE  (CONT'D)
                         You need to know how they do it.
                         Which way they walk up. What order
                         they do things in. And if you mess
                         up rescuing Cole because you won't
                         listen to a woman, then God damn you
                         all.

               Pause.

                                     JESSE
                         All right. Seven of us against a
                         Union regiment and Pinkerton
                         detectives in broad daylight in the
                         middle of Main Street.

               Jesse smiles.

                                     BOB
                         He's smiling.

                                     JIM
                         Is that bad?

                                     FRANK
                         Very.

               EXT. LIBERTY CITY GALLOWS - THE NEXT DAY

               Soldiers flank the gallows, which stand at the bottom of
               the stairs to City Hall. A small drum corps beats a stark
               rhythm.

               Parker is watching this like a sideshow. Pinkerton is next
               to him, scanning the crowd of locals which is getting larger
               and surlier by the minute.

                                     PARKER
                         Relax, Alan. The Army has this all
                         in hand. And Mr. Thaddeus Rains will
                         be very pleased with this news.
                         Nothing like a hanging to motivate
                         the populace to relocate.

                                     PINKERTON
                         It's not my job to relax. I've put
                         men facing out both ways down Main
                         Street, so nobody can ride in
                         shooting. I've got a sharpshooter up
                         on the water tower just in case.

               Pinkerton WAVES to a FIGURE in a suit atop the water tower.

                                                                    CUT TO:

               EXT. WATER TOWER

               We see it is FRANK JAMES in the suit, who WAVES BACK and
               then kneels and sights down his long rifle. Tucked away
               behind him, out of sight from the street, is a
               bound-and-gagged PINKERTON SNIPER in his underwear.

                                                                    CUT TO:

               EXT. GALLOWS

               Cole, his face swollen from a beating, is marched up the
               stairs of the gallows toward the waiting hangman.

               LONG SHOT

               of the gallows, detectives and soldiers down the street on
               both sides, guns ready. The position is completely
               unassailable. Cole is at the platform. His hands are tied in
               front of him. The noose is placed on his neck.

               BACK TO

               The gallows. Parker leans forward in anticipation. A UNION
               LIEUTENANT approaches with the black hood. Cole spits in his
               face. The CROWD ROARS. The Lieutenant angrily motions to the
               HANGMAN, who grabs the lever --

               The drums STOP --

               But the drumming doesn't.

               The drum corps look at each other, confused. The Army men
               and the Pinkertons squint in concentration. There's
               definitely some sort of rhythmic DRUMMING, coming closer...

               The CROWD, sensing something, easing back from the
               gallows...

               The drumming gets LOUDER ...

               EXT. STREET

               REVEAL Fifty-odd CATTLE suddenly STAMPEDING from down the
               street, their hooves creating the drumming!

               REACTION SHOTS as the Pinkertons and Army men start to
               scatter, the cattle surging around them --

               EXT. VIEWING STAND

               ANGLE ON Parker and Alan Pinkerton running for cover,
               Pinkerton half-turned to watch the action.

                                     PINKERTON
                         Brilliant...

               Pinkerton suddenly spots something confusing. We FOLLOW his
               stare to see --

               ANGLE ON

               a HORSE in the middle of the cattle, cutting through the
               steer, towards the gallows.

               THE HANGMAN REACHES FOR THE LEVER AGAIN, BUT JUST AS HE
               DOES -

               Jesse -- masked -- appears from the side of the horse,
               where he's been hanging on Indian-style. He gets a leg up on
               the horse's back and LEAPS --

               SLAMMING into the Hangman, bringing him down!

               The cattle pass the gallows, revealing that the tight ranks
               of the Army and Pinkertons are now spread out --

               EXT. GENERAL STORE

               SMASH! From the nearby GENERAL STORE, the other masked
               rescuers CRASH through the big front window on horseback and
               ride into the Army men, FIRING AWAY.

               TOTAL CHAOS! The Army men and Pinkertons fight towards the
               gallows. As Jesse untangles himself from the Hangman, the
               Union Lieutenant reaches for the lever but BANG drops as
               Frank opens fire.

               Frank starts picking off soldiers. The detectives and
               remaining soldiers are completely disoriented.

               EXT. GALLOWS

               Jesse flashes a knife and the noose drops away from Cole's
               neck. Facing Cole, he cuts the rope on Cole's wrists --

               Cole instantly draws Jesse's guns from his waist holster,
               spin-reverses them and SHOOTS two Union soldiers climbing
               the stairs behind Jesse's back.  Jesse and Cole exchange a
               look, then Jesse steps away --

               As Bob rides by he TOSSES JESSE'S GUNBELT into the air.
               Jesse draws both guns from the belt as it flies by, spins
               and starts shooting.

               EXT. MAIN STREET

               The soldiers have totally broken ranks. One riderless horse
               led by Comanche Tom pulls up by the scaffold. Jesse LEAPS ON
               and Cole jumps on behind him. Jesse puts the spurs to it and
               the horse SURGES into a gap in the crowd.

               Allen Pinkerton steps past the panicking troops, squarely
               in the path of the charging horse. He draws his gun and
               FIRES. The bullet PLOWS into Jesse just as the terrified
               horse lurches forward, TRAMPLING Pinkerton.

               Cole holds Jesse up and the riders take off down the
               street. We see Frank has disappeared from the water tower.

               The soldiers fire at the fleeing liberators. One of the
               detectives runs over to the injured Alan Pinkerton.

                                     DETECTIVE
                         Sir, are you all right?
                              (shout)
                         Somebody get a doctor!

               EXT. MIMMS HOME - NIGHT

               WE SEE one window upstairs with a light on.

               INT. BEDROOM

               Doc Mimms has just finished bandaging Jesse, who lies
               unconscious beneath the sheets. Zee is holding an oil lamp.

                                     ZEE
                         He's going to be fine, right Daddy?

                                     DOC MIMMS
                         The bullet came out clean, but he
                         lost a whole lot of blood. Praying
                         wouldn't hurt.

               The SOUND OF HOOFBEATS APPROACHES from outside.

               INT. LIVING ROOM

               Doc Mimms opens the door. A UNION OFFICER and a squad of
               soldiers push in.

                                     OFFICER
                         Good evening, sir, we're looking
                         for a fugitive.

                                     DOC MIMMS
                         A fugitive? Who?

                                     OFFICER
                         We don't know, but he was very
                         badly wounded. We're checking all
                         the houses in the area.

               INT. BEDROOM

               Zee hears her father protesting, then FOOTSTEPS on the
               stairs. Quickly she undresses, grabs a quilt from a chest
               and jumps into bed with Jesse. She pulls the quilt up to her
               neck, completely hiding him.

               At that moment, the Officer barges in. Zee lets out a
               little gasp as if startled awake. She covers herself with
               the quilt.

                                     ZEE
                         Sir! Who are you?

                                     OFFICER
                         Oh. Sorry ma'am.

                                     ZEE
                         I should hope so.

               The Officer EXITS. Zee watches the door for a moment, then
               looks down fondly at Jesse.

                                     ZEE  (CONT'D)
                         Jesse, are you awake?

                                     JESSE
                              (groggy)
                         Mmmm.

               Zee gently pushes his hair off his face. Then her
               expression changes.

                                     ZEE
                         Jesse, is that your hand?

                                     JESSE
                         Nuh-huh ...

               Jesse smiles in his sleep. Zee jumps out of the bed and
               wraps a dressing gown around herself. Doc Mimms enters.

                                     DOC MIMMS
                         They're gone. What are you --

                                     ZEE
                         I fooled them into thinking I was
                         alone.

                                     DOC MIMMS
                         Well, I hope the boy pulls through.
                         We should know in the morning.

                                     ZEE
                              (with a little smile)
                         I think he's already feeling better.

               A puzzled Doc Mimms follows her out.

               EXT. LIBERTY MAIN STREET - AFTERNOON - TWO WEEKS LATER

               A lavishly appointed carriage rolls up to the front of the
               nicest hotel in town. Rollin Parker and his retinue of
               Pinkerton detectives scurry to the door.

               The DOOR OPENS. Out steps THADDEUS RAINS, wearing an
               elegant suit he bought in London last year and a scowl he
               picked up in Boston three decades ago. The scowl fits him
               better.

                                     PARKER
                         Mr. Thaddeus Rains, sir, it is a
                         pleasure to have you join us in the
                         field.

                                     RAINS
                         And it is my pleasure to be here.

                                     PARKER
                         Really!

                                     RAINS
                         NO! It is NOT my pleasure to have
                         to leave my board room to come to
                         this godforsaken piece of dirt to
                         discover why in the name of all that
                         is holy you cannot seem to evict a
                         few simple farmers from their
                         PATHETIC LITTLE MUDHOLES so that I
                         may build the GREATEST railroad that
                         this country has ever seen!

                                     PARKER
                         I can completely understand your
                         distress, sir.

               Rains sighs. As he speaks, he checks a heavy, gold, ornate
               and ever-present POCKETWATCH on a GOLD CHAIN.

                                     RAINS
                         Parker, tell me what's going on so
                         I can return as quickly as possible
                         to Boston and my whores and cigars,
                         not necessarily in that order.

                                     PARKER
                         Two weeks ago, we managed to
                         arrange to have the Army hang one of
                         the local farmers.

                                     RAINS
                         Good.

                                     PARKER
                         Unfortunately not, sir. A gang of
                         local thugs managed to rescue him
                         from the gallows. Not only has this
                         inspired resistance from the other
                         farmers, the redoubtable Mr. Alan
                         Pinkerton was seriously injured
                         during the incident.

                                     RAINS
                         Leaving you in charge of operations
                         until he recovers.

                                     PARKER
                              (puffing with pride)
                         Yes sir.

                                     RAINS
                         Just perfect.

                                     PARKER
                         A further impediment is that the
                         Army garrison has been ordered to
                         move on from Liberty. We will no
                         longer have that particular stick
                         with which to threaten the farmers.

                                     RAINS
                         You see the Army leaving and you
                         see the loss of a tool. I see a
                         power void to be filled. As we have
                         the most power, we may move with
                         impunity.

                                     PARKER
                         I see. I'll get together four
                         patrols of our detectives for action
                         tonight.

                                     RAINS
                         I'll teach these podunks what
                         happens when they challenge the
                         righteousness of progress.

               EXT. MIMMS HOME - AFTERNOON - THAT SAME DAY

               Zee is on the porch. Jesse COMES THROUGH the door, moving
               gingerly. Zee immediately moves to support him.

                                     ZEE
                         You shouldn't be up.

                                     JESSE
                         I've been on my back two weeks. I'm
                         sick of it.

                                     ZEE
                         You're sick of my company?

                                     JESSE
                         No! I mean, of course not. No.

                                     ZEE
                         Teasing you is completely unfair.

                                     JESSE
                         What you do to me is unfair. The
                         teasing, I mean.

                                     ZEE
                         I shouldn't tease a hero.

                                     JESSE
                         What?

                                     ZEE
                         Everybody in the county knows it
                         was you who rescued Cole. We're all
                         so proud of you, Jesse. And not a
                         single farm's been sold to the
                         railroad since. You're everybody's
                         hero.

                                     JESSE
                         I wasn't the only one risking my
                         neck that day.

                                     ZEE
                         So you're saying I should leave you
                         alone and go spend time with Jimmy
                         Younger?

                                     JESSE
                         Unfair. You are completely unfair.

               They look at each other warmly. Frank DRIVES UP in a
               carriage.

                                     FRANK
                         You ready to stop loafing around
                         with this young lady and get back to
                         farming?

                                     JESSE
                         What do you think?

                                     FRANK
                         Would you get in the carriage?
                         Until Ma has you home so she can
                         fuss over you herself, she's gonna
                         make me miserable.

               Doc Mimms COMES OUT onto the porch.

                                     JESSE
                         What do you say, sir?

                                     DOC MIMMS
                         Go on. You're pretty much all
                         healed up.

               Jesse and Zee exchange glances. Zee withdraws demurely into
               the house. Jesse straightens up and hops easily into the
               carriage.

                                     FRANK
                         You're looking a bit more spry now
                         that somebody --

                                     JESSE
                              (to Frank)
                         Shut up.
                              (to Doc Mimms)
                         Uh, Doc, I was wondering if, uh,
                         this evening, I could come by?

                                     DOC MIMMS
                         You know you're welcome any time!

                                     JESSE
                              (unusually awkward)
                         Yesss, but I was thinking, I could
                         come by, and then take Zee out. Some
                         place near. With other folk. Near.
                         Here.
                              (beat)
                         But out.

                                     DOC MIMMS
                              (bemused)
                         It's fine by me, Jesse.

                                     FRANK
                         Don't worry, sir, I'll make sure
                         they're always properly chaperoned.

               Jesse slooooowly turns to glare at Frank.

                                     DOC MIMMS
                              (grinning)
                         Why, that hadn't even occurred to
                         me, Frank. I am deeply in your debt.

                                     FRANK
                         Army's leaving town, so Cole can
                         stop hiding up in the woods and come
                         back to his farm. Everybody's
                         getting together at the Younger
                         place for a to-do.

               Frank tips his hat, and the carriage MOVES OFF.

               EXT. BARNYARD - NIGHT

               Dozens of people are milling about happily in the lantern
               light of a Western party. Some are dancing to the small
               banjo-led band. A small knot of men are comparing war
               stories. Cole Younger is wandering among them, people
               clapping his shoulder, shaking his hand.

               Jesse -- formally accompanying Zee -- and Frank arrive at
               the edge of the light. Immediately the entire group bursts
               into applause and crowds Jesse. Cole cuts through and bear
               hugs Jesse, making him wince.

                                     COLE
                         Here's Liberty's favorite son!
                              (quietly)
                         I'll never forget what you did,
                         cousin.

                                     BOB
                         Zee, I'm pleased you came.

                                     ZEE
                         Why thank you, Bob.

                                     BOB
                         I'm especially pleased you came
                         with Jesse.
                              (off her look)
                         Seeing as right now there's a
                         gaggle of girls hoping to dance with
                         Jesse who are just going to have to
                         settle for the many charms of Bob
                         Younger.

               ANGLE ON

               A group of obviously disappointed, beautiful young women.
               Bob runs a hand through his hair.

                                     JESSE
                         You have no shame.

                                     BOB
                         Not yet. But I'm hoping.

               The party starts up again, and everyone is caught up in the
               good times.

               ANGLE ON

               Jesse SWINGING Zee into a group of dancers. They join in
               the Two-Step, and Jesse's as smooth as silk.

               EXT. HILLSIDE - NIGHT - A WHILE LATER

               Jesse, carrying a lantern, and Zee are walking. We can hear
               the party still going just a little ways away. They reach a
               tree at the hilltop with a beautiful view of the stars and
               the river. They sit down, their backs against the tree.

                                     JESSE
                         I used to come to this tree when I
                         was a kid and imagine what my life
                         would be like when I got older.

                                     ZEE
                         You didn't want to farm?

                                     JESSE
                         I was thinking more along the lines
                         of being a river pirate.

                                     ZEE
                         A river pirate.

                                     JESSE
                         Arr. Hand over your jewels, Missy.

                                     ZEE
                         Thank God you grew out of that.
                              (pause)
                         You did grow out of that, didn't
                         you?

                                     JESSE
                         Mostly. It would be an all right
                         life, for a bachelor.

                                     ZEE
                         You planning on being a bachelor
                         your whole life, Jesse James?

                                     JESSE
                         Not if I find the right girl.

                                     ZEE
                         And what's this right girl like?

                                     JESSE
                         Smart. Funny. Bossy. Always makes
                         me think she's two steps ahead of
                         me. And big buck teeth.

                                     ZEE
                         Where will you find such a girl?

                                     JESSE
                         Honestly, you'd do if only you had
                         the buck teeth.

               Zee fakes a monstrous overbite.

                                     JESSE  (CONT'D)
                              (dreamy)
                         Finally.

               The two move a little closer. Eye contact.

                                     JESSE  (CONT'D)
                         Ahem. "From this doctrine..." No,
                         ah... "From women's eyes this
                         doctrine I derive, they sparkle
                         still like ... shiny... sparkling
                         rocks..."

                                     ZEE
                         Sparkling rocks?

                                     JESSE
                         Little ones.

                                     ZEE
                         Is this one of Frank's Shakespeare
                         poems you're trying to quote?

                                     JESSE
                         Yep.

                                     ZEE
                         Were you planning on kissing me
                         when you finished quoting?

                                     JESSE
                         I've been planning on kissin' you
                         for a very long time.

               They kiss. It's everything it should be.

               BOOM!

               Jesse and Zee are startled by a flash of light and sound.
               They turn to look back --

               EXT. YOUNGER BARN

               The partygoers are RUNNING from the YARD to the BARN, which
               is ON FIRE in several different places. As the Younger
               brothers and Frank get close, they see a squad of masked
               riders disappearing down the road. Some of the men SHOOT at
               the riders, but the distance is too great.

               Jim makes a run for the BARN, but Bob grabs him.

                                     COLE
                         BASTARDS! Come back here and face
                         me!

                                     FRANK
                         Get buckets!

               Some of the crowd starts to form a bucket line to the well.
               Jesse and Zee RUN UP. Frank turns to him.

                                     FRANK  (CONT'D)
                         Pinkertons. It's the railroad.

                                     JESSE
                         Ma.

               Frank and Jesse bolt for their horses, swing into the
               saddles and GALLOP OFF.

               EXT. JAMES HOUSE

               From a bit down the road, looking just fine. Jesse and
               Frank reign in as relief rushes across their faces --

               AN EXPLOSION tears the house apart like a pile of
               matchsticks! Jesse and Frank urge their horses into a full
               gallop.

               EXT. YARD

               Jesse and Frank leap from their mounts, trying to get close
               to the house. The flames are too strong.

                                     JESSE
                         Ma! Ma!

               Jesse's ventured so close his coat catches fire. Frank
               tears it from him and stamps it out. Jesse ignores him,
               still pacing back and forth in front of the inferno.

                                     JESSE  (CONT'D)
                         Ma! Please!

                                     MA (O.S.) (O.S.)
                              (weakly)
                         Boys?

               The brothers turn and nearly drop from shock. Ma is
               stumbling toward them, half her hair singed off, brutally
               BURNED.

                                     FRANK
                         Jesus mercy --

               They reach her just as she collapses. Jesse is cradling
               her, Frank with his arms around both of them.

                                     MA
                         Riders --

                                     JESSE
                         We know, Ma. Now we got to get you
                         to Doc Mimms.

                                     MA
                         Take care of each other, boys. You
                         say your prayers.

               Jesse is openly crying. Frank has tears silently streaming
               down his face.

                                     JESSE
                         Doc Mimms will --

                                     MA
                         Shush.

               Ma's eyes turn up, and she half-smiles.

                                     MA  (CONT'D)
                         Well look at that. The Good Lord's
                         a bit shorter than I reckoned.

               Ma gently stops breathing.

               ANGLE ON

               The boys holding Ma, framed by the roaring flames of their
               home. Jesse leans his head back and lets out a HOWL OF RAGE
               AND PAIN AND HATE that goes on and on and on...

                                                               DISSOLVE TO:

               EXT. JAMES FARM - MORNING

               Frank and Jesse are staring at the smoking ruins of their
               lives. Other townsfolk are milling nearby, including Zee and
               the Youngers.

                                     FRANK
                         ... We could move on. Rebuild. Make
                         a decent life someplace else.

                                     JESSE
                         Don't care.

                                     FRANK
                         Didn't think you would.
                              (turning away)
                         I'm going to go make the coffin.

                                     JESSE
                         Make a thousand of 'em. Still won't
                         be enough by the time I'm through.

               Frank is gone.

                                     COLE
                         Our place, Clell Miller's, Sammy
                         Johnston, the Creeders. Will Hite.

                                     BOB
                         The sheriff says it was a gang of
                         drunk Kansas boys.

                                     COLE
                         I say we ride into town and kill us
                         some Pinkertons and railroad men.

                                     JIM
                         I like that.

                                     JESSE
                         No.

               They stare at him.

                                     JESSE  (CONT'D)
                         This isn't a feud, this is war.
                         They've got more men than we do. We
                         kill detectives, they can replace
                         'em in a day.

                                     COLE
                              (snapping)
                         So what do we do, General Lee?

                                     JESSE
                         Just like in the war. Harass their
                         supply lines. We kill the railroad's
                         men, they won't care.

                                     BOB
                         But if we take their money and
                         supplies...

                                     JESSE
                         Exactly.

                                     JIM
                         That's a great plan, Jesse!

               Cole nods grudgingly.

                                     BOB
                         I'll get us a few more men, and
                         Comanche Tom'll ride with us.

                                     JIM
                         Where do we hit first, Jesse?

                                     COLE
                         I'll pick the first job! I mean...
                         I know a girl down at the bank. See
                         if she can't get a list of towns
                         where the railroad keeps its money.

                                     JESSE
                         Perfect, Cole.

                                     COLE
                         Let's ride.

               The Youngers mount up. Jesse walks to the ruined house,
               pulls a big iron trunk from the wreckage. He KICKS it open,
               reaches in, and pulls out his gun belts. Zee appears behind
               him in what remains of the doorway.

                                     ZEE
                         I am so sorry, Jesse.

                                     JESSE
                         Frank and me have to go away for a
                         while.

               Zee considers this, puts her head in close to Jesse's.

                                     ZEE
                         You and I, we've started...
                         something, you know?
                              (Jesse nods)
                         I don't know what'll happen if you
                         do this.

                                     JESSE
                         Me neither.

                                     ZEE
                         Let the law --

                                     JESSE
                         Laws don't touch men like Thaddeus
                         Rains. Only justice does.

                                     ZEE
                         Whose justice? Yours or God's?
                              (no answer)
                         When will you stop?

                                     JESSE
                         When my name makes them cry in
                         their sleep. When I've brought them
                         to ashes.

               Jesse kisses her gently, turns and walks to where the
               Youngers are standing. Zee can barely conceal her anger and
               heartbreak.

                                                               DISSOLVE TO:

               EXT. FIDELITY BANK AND TRUST - DAY

               ESTABLISHING SHOT of a Midwestern bank on a quiet street.

               INT. FIDELITY BANK

               There are two teller windows, a couple of male customers
               and a MOTHER and CHILD.

               Jesse and Cole ENTER dressed for the trail, longrider coats
               and spurs. Saddlebags are slung over their shoulders.

                                     JESSE
                         Excuse me, ladies and gentlemen,
                         but I have bad news. The railroad
                         payroll has been stolen.

               The BANK MANAGER steps out from behind his desk.

                                     MANAGER
                         What are you talking about? The
                         railroad's money is right over there
                         in that safe.

               Jesse draws two guns, Cole produces a shotgun from his coat.

                                     JESSE
                         That safe?

                                     MANAGER
                         Ah.

               EXT. FIDELITY BANK

               Frank James, Bob and Jim Younger, Clell Miller, Loni
               Packwood, Comanche Tom and several new GANG MEMBERS wait
               along both sides of the street in this medium sized
               mid-western town. Some are standing next to their horses,
               some mounted.

               ANOTHER ANGLE

               An OLD MAN with a cane is walking shakily towards the bank.
               Frank jerks his head and Jim intercepts him.

                                     JIM
                         Hold on there, sir. Bank's closed
                         today.

                                     OLD MAN
                         Wha?

                                     JIM
                         Bank holiday! Bank's closed!

               Jim tries to steer the old man away. The old man starts
               batting at him with the cane.

                                     OLD MAN
                         Get off me!

                                     JIM
                         Ow! Ow!

               Frank sighs.

               INT. FIDELITY BANK

               Jesse and the Bank Manager are having a staredown.

                                     MANAGER
                         This is outrageous. Who are you
                         people?

                                     JESSE
                         The James Gang.

                                     COLE
                              (annoyed)
                         The James-Younger Gang.

                                     JESSE
                         Sorry.

                                     COLE
                         Don't let it happen again.

               EXT. FIDELITY BANK

               The old man is still smacking Jim with the cane. Bob
               crosses to help.

                                     BOB
                         Sir, it's a bank holiday --

               SMACK SMACK and now the old man's laying the cane on both
               Bob and Jim.

                                     JIM
                         Ow!

                                     BOB
                         Ow ow!

               Frank hangs his head.

               INT. FIDELITY BANK

               Cole turns to the Woman and Child.

                                     COLE
                         Ma'am, kindly cover that child's
                         eyes.

                                     WOMAN
                         Why?

                                     COLE
                         I don't want her to see me shoot
                         this man.

               The woman covers the child's eyes. Cole raises the shotgun.
               Jesse half covers his eyes and turns his head. The Manager
               swallows.

               EXT. FIDELITY BANK

               Comanche Tom walks over to where the old man is still
               SMACKING Jim and Bob.

                                     OLD MAN
                         I know it ain't no durned bank
                         holiday!

                                     COMANCHE TOM
                         You're right, sir.

                                     OLD MAN
                         Then why can't I go in there?

                                     COMANCHE TOM
                         On account of we're robbing it.

                                     OLD MAN
                         Oh. Why didn't you just say so?

                                     COMANCHE TOM
                         It's a secret.

                                     OLD MAN
                         Fine. I'll just wait here.

                                     COMANCHE TOM
                         I'd appreciate that.

               The old man settles against the wall. Comanche Tom moves
               back to his horse. Bob and Jim walk off, glaring at the old
               man.

               INT. SHERRIFF'S OFFICE

               A lean, middle-aged SHERRIFF is walking by his window. His
               DEPUTY is whittling at the desk. The Sherriff pulls up short.

                                     SHERRIFF
                         What the --

                                     DEPUTY
                         What is it?

                                     SHERRIFF
                         Old Man Tucker is just standing
                         quiet outside the bank.

                                     DEPUTY
                         So?

                                     SHERRIFF
                         When have you ever known Old Man
                         Tucker not to be yelling at
                         everybody?

               He takes in the group of riders, reaches for his rifle.

               EXT. FIDELITY BANK

               Jesse and Cole RUN FROM the bank with full saddlebags.
               Everybody MOUNTS UP and starts riding down main street.

                                     FRANK
                         How'd it go in there?

                                     JESSE
                         Fine. How'd it go out here?

                                     FRANK
                         We're gonna have to talk...

               BANG! The gang flinches as a chunk of wood splinters from a
               post. They turn to see the Sherriff running out in front of
               them, raising his rifle --

               The entire Gang draws their guns. Jesse raises a hand.

                                     JESSE
                         Sir, you can do this the smart way,
                         or the stupid way. Only one way ends
                         with you still breathin'.

               The Sherriff takes in the Gang's firepower. He lowers the
               rifle.

                                     JESSE  (CONT'D)
                              (to the Gang)
                         Just 'cause we're robbing a bank,
                         no reason not to be civil about it.

               The Gang turns and RIDES OFF hard.

               The DEPUTY walks up to the Sherriff a beat later.

                                     SHERRIFF
                         Where the hell were you?

                                     DEPUTY
                         I had you covered.
                              (beat)
                         From back there.

                                     SHERRIFF
                         Shit.

                                                               DISSOLVE TO:

               EXT. CAMP - NIGHT

               A bonfire burns in the middle of a rough camp in the woods.
               The Gang members are sitting around, relaxing and drinking
               coffee. All eyes are on Jesse and Cole as they finish
               counting the money.

                                     JESSE
                         I got seven thousand.

                                     COLE
                         I got three.

                                     BOB
                         Ten thousand dollars! That's almost
                         a thousand apiece!

               The men HOOT AND HOLLER.

                                     LONI
                         My luck is changing at last!

               Cole holds up a pile of papers.

                                     COLE
                         These are deeds and mortgages of
                         farms the bank was holding for the
                         railroad.

                                     BOB
                         Better pass them over here before
                         something happens to 'em.

               Cole goes to hand the papers to Bob and "accidentally"
               drops them in the fire. The men CHEER again.

                                     JESSE
                         All right, settle down. All this
                         money ain't ours.

                                     BOB
                         Well, no, Jesse, it was the bank's.
                         That's why we had to go to all that
                         trouble of stealing it.
                              (to Frank)
                         You explain it to him.

                                     JESSE
                         We oughta take some of this, give
                         it to our neighbors in Liberty. Lot
                         of people hurting up there.

                                     CLELL
                         None of them risked their necks for
                         this.

                                     FRANK
                         Now, let's think about this. We
                         create some good will with the folks
                         hereabouts, make it easier to dodge
                         the law.

                                     JESSE
                         See, Frank's being smart about this.

                                     COLE
                         Just because he reads all those
                         books and knows all those big words
                         doesn't make him smart.

                                     BOB
                         Uhh, yeah it does.

                                     COLE
                         You stay out of this, Bob.

                                     JIM
                         I think Jesse's got a good idea --

                                     COLE
                         You stay out of this too, Jim.
                              (to Jesse)
                         Who put you in charge of this gang,
                         anyway, Jesse? I did mighty fine
                         leading us during the War.

                                     JESSE
                         And I planned getting you off the
                         hangman's deck --

                                     FRANK
                         And that's why you both lead the
                         gang. Two of you went into that bank
                         together, right?

               Jesse and Cole nod, still watching each other.

                                     FRANK  (CONT'D)
                         Two heads are better than one. All
                         Jesse was doing was making a
                         suggestion.

               Jesse nods, his face giving nothing up.

                                     FRANK  (CONT'D)
                         So we're waiting to hear what you
                         think of the suggestion. As the
                         other leader of the gang.

               Cole considers this.

                                     COLE
                         I reckon it's the smart thing to do.

               The other Gang members grumble. Cole whirls on them.

                                     COLE  (CONT'D)
                         Hey! We decide something, that's
                         it! We're in this for the long haul,
                         and this idea of me and Jesse's will
                         help give us more places to hide out
                         without worrying about some farmer
                         with a shotgun sneakin' up on us in
                         our sleep. We've got to think --

                                     FRANK
                         Strategically.

                                     COLE
                         -- Exactly. Because this is a war.

                                     CLELL
                         This ain't no war.

               The Gang is taken aback by this blatant contradiction. Then
               a smile spreads across Clell's face.

                                     CLELL  (CONT'D)
                         Nobody paid me no thousand dollars
                         to fight in the War!

               The Gang LAUGHS, and the tension is broken. Jesse and Cole
               slap each other's shoulders, and everyone starts counting
               their money and talking all at once.

               INT. SALOON - DAY

               The crowded saloon is alive with music, card-playing, and
               dancing girls. Various James Gang members are playing cards
               and drinking. Jesse, Cole, and Frank are at the bar.

                                     COLE
                         It's not a bank.

                                     JESSE
                         It's better. It's a construction
                         depot. They'll have the strongbox
                         and some ammo and explosives for us
                         to take. That way we can take on a
                         bigger job.

                                     FRANK
                         And it's guarded by Pinkerton
                         detectives.

                                     JESSE
                         And I do so want to shoot some
                         Pinkerton detectives.

               Jesse and Cole grin and slap each other on the back. Jim
               BURSTS in waving a newspaper. He quickly runs to the bar.

                                     JIM
                              (stage whispering)
                         We're famous!

               Jesse takes the paper.

                                     JESSE
                         I'll be damned!

               The other Gang members drift over to the bar.

                                     JESSE  (CONT'D)
                              (reading)
                         "The Fidelity Bank and Trust was
                         robbed on Tuesday by a gang of
                         twenty heavily armed men."

                                     COLE
                         Twenty?!

                                     LONI
                         What are the odds, another gang
                         robbing the same place right after
                         we did.

                                     BOB
                         Yeah, Loni, that's exactly what
                         happened.

                                     JESSE
                         "The outlaws calling themselves the
                         James-Younger Gang shot their way
                         out of town, wounding the Sherriff
                         and three other townsfolk."

                                     BOB
                         Hey!

                                     JESSE
                         "Bank officials estimate the loss
                         at fifty thousand dollars."

                                     CLELL
                         We only got ten thousand.

                                     COMANCHE TOM
                         This happens all the time when you
                         let the white man count the money.

                                     JESSE
                         "The U.S. District Marshal at St.
                         Louis called this the first daylight
                         bank robbery in American history."

               Jim whistles.

                                     JIM
                         We made history. That's something
                         to be proud of.

                                     COLE
                         The rest of this is all lies.

                                     JESSE
                         That just means the next time,
                         we'll have to set the record
                         straight ourselves.

               The Gang looks at him.

               EXT. THAXTON SWITCH DEPOT - NIGHT

               Half finished railroad tracks run alongside a few sheds and
               an office building.

               ANGLE ON

               The TRAIN TRACKS as the James-Younger Gang rides at full
               gallop. A rapid series of SEQUENTIAL EXPLOSIONS follows
               them, destroying the track for hundreds of yards.

               EXT. THAXTON SWITCH DEPOT - MORNING

               The entire work camp is DESTROYED. SMOKE still hangs over
               the twisted wreckage, a few wagons smolder, it looks like
               Omaha Beach at D-DAY plus 20.  Thaddeus Rains is surveying
               the damage with Parker.

                                     PARKER
                         They exchanged fire with the
                         Pinkerton Guards, killing several of
                         them. Then they raided the payroll
                         office and blew the tracks for half
                         a mile.

                                     RAINS
                         How much did they get from the safe?

                                     PARKER
                         Thirty-five thousand, sir. Coins
                         and currency. And the delay from the
                         miles of destroyed track --

                                     RAINS
                         I'll kill them for blowing up my
                         railway!

                                     PARKER
                         To be precise, they didn't blow up
                         the tracks.

                                     RAINS
                         THEN WHO DID?!

                                     PARKER
                         We did.

               Rains stares at him. Parker swallows.

                                     PARKER  (CONT'D)
                         ... I mean, our men. Our own
                         workers planted the dynamite.
                              (beat)
                         They were under duress.

               Rains controls his cerebral hemorrhage through sheer force
               of will. He checks his pocket watch, then says through
               gritted teeth:

                                     RAINS
                         Where the hell is Pinkerton?

               The SOUND OF HORSES makes them turn.

               ANGLE ON

               A fancy carriage that pulls up. WE SEE the ground beneath
               the carriage. A boot hits the ground. Then another. Then the
               tip of a cane.

               REVEAL Alan Pinkerton now moving toward Rains and Parker,
               limping from when Jesse's horse trampled him. He has a
               newspaper folded up under one arm.

                                     RAINS  (CONT'D)
                         Look at this, Pinkerton! They got
                         the payroll, and this damage will
                         set construction back two months at
                         least.

                                     PINKERTON
                              (surveying)
                         Not to mention my men who lost
                         their lives.

                                     PARKER
                         Your men knew the risks.

                                     RAINS
                         What is going on here, man?

                                     PINKERTON
                         My professional opinion is that you
                         have managed to piss off the wrong
                         bunch of farm boys this time.

                                     PARKER
                         They had to be dealt with!

                                     PINKERTON
                         By burning down their homes?

                                     RAINS
                         You wouldn't have done that?

                                     PINKERTON
                         Oh no, I would have done that. But
                         I would have made sure I killed
                         them, too.

                                     RAINS
                         I want them arrested and hanged!

                                     PINKERTON
                         Would a jury around here convict
                         their own? I think not. We're
                         beginning an interesting game here,
                         Mr. Rains.

                                     RAINS
                         This is no game.

                                     PINKERTON
                         I'm afraid our adversaries don't
                         agree.

               He hands Rains the paper. Rains' eyes bug out. He begins to
               read aloud.

                                     RAINS
                              (reading)
                         "A Rock Island and Pacific Railroad
                         depot was robbed two nights ago just
                         outside St. Louis, Missouri. The
                         brave and daring James-Younger Gang
                         was heavily outnumbered by Pinkerton
                         detectives, but the city lawmen were
                         no match for the guns of the West."

                                     PINKERTON
                         It is a nice piece of writing.

                                     RAINS
                         "The gang made off with thirty-five
                         thousand dollars and also destroyed
                         the Thaxton Switch construction,
                         meaning that for a few months honest
                         farmers will be able to sleep
                         without fearing the railroad is
                         coming to steal their land!"
                              (he slams the paper
                              into Parker's chest)
                         Who wrote this!? I'll see him
                         hanged every Tuesday for a month!

                                     PINKERTON
                         Oh, that's the best part.

               He points Rains to the bottom of the article.

                                     RAINS
                         "The foregoing article was sent to
                         the newspaper. It was reputedly
                         written by the outlaw --
                              (exploding)
                         Jesse James himself!"

               Rains crushes the paper in his hands, raging as he surveys
               his destroyed rail tracks.

                                                                    CUT TO:

               INT. MIMMS HOME - DAY

               Doc Mimms is reading a paper to Zee.

                                     DOC MIMMS
                         "...written by the outlaw Jesse
                         James himself."

               Zee is pacing.

                                     ZEE
                         He thinks this is some kind of game!

                                     DOC MIMMS
                         I'm upset too, Zee, but Jesse and
                         Cole know what they're doing. I'm
                         sure they won't press their luck.

               Zee looks at him. Doc Mimms sighs.

                                     DOC MIMMS  (CONT'D)
                         I know. But the Lord protects
                         madmen and prophets, and
                         Jesse's...one of them. I'm just not
                         sure which.

                                                               DISSOLVE TO:

               EXT. RAILROAD TRACKS - DAY

               A freight train is coming. We can see "Rock Island and
               Pacific Railroad" written across the side.

               INT. ENGINE CAB

               The ENGINEER nudges the fireman.

                                     ENGINEER
                         Look at that.

               Outside, along the railbed, members of the James Gang are
               holding a series of signs, each one a dozen yards after the
               other. The engineer reads each one as they pass.

                                     ENGINEER  (CONT'D)
                              (reading)
                         "Better... slow... down...
                         dynamite... ahead... too late...
                         you're dead!"

               The engineer and the fireman look up. Ahead of them on the
               track is an overloaded wagon with barrels marked "TNT".

               The engineer slams on the brakes. The high pitched scream
               of steel on steel sounds out over the avalanche of sparks
               flying from the wheels.

               EXT. TRAIN TRACKS

               The train stops juuuuust in time. The front of the engine
               is inches away from the wagon.

               INT. ENGINE

               Jesse sticks his head in, guns drawn.

                                     JESSE
                         That was a fine piece of driving,
                         yes sir.

               He looks at the wagon. The engineer and fireman follow his
               gaze.

               EXT. TRAIN TRACKS

               Comanche Tom and Jim Younger climb on top of the wagon,
               kick over some barrels. They're empty, without even a top or
               bottom.

               INT. ENGINE

               Jesse grins as the engineer and fireman hang their heads.

               INT. BANK - DAY

               Jesse and Frank walk into a large bank dressed in suits.

               Just inside the door, Frank notices something odd and
               nudges Jesse. It's a "Wanted" poster. "Frank and Jesse
               James. $5,000 reward."

               They look back and forth at the artist's sketches and each
               other. They shake their heads "no."

               Jesse walks over to the teller's window. He hands a bill to
               the TELLER.

                                     JESSE
                         Could you change this please?

                                     TELLER
                              (studying it)
                         Sir, this bill is counterfeit!

               Jesse draws. Frank whistles and Cole, Bob and Jim burst in.

                                     JESSE
                         I don't think it's counterfeit. Do
                         you mind if I take a look at all
                         your real bills to compare?

                                     FRANK
                         It's the scientific method. It's
                         all the rage.

               INT. CONFERENCE ROOM - DAY

               IN a richly paneled conference room, a group of BANKERS,
               POLITICIANS and RAILROAD OFFICIALS are gathered around a
               large table. On the table is a map with a dozen red markers.

               Thaddeus Rains and Alan Pinkerton are studying the map.

                                     RAINS
                         Senator, can't you do anything?

               A Missouri SENATOR shakes his head.

                                     SENATOR
                         The people see the James-Younger
                         Gang as heroes against the Eastern
                         businessmen. This is not an area
                         where men in suits are much loved.

                                     RAINS
                         Pinkerton, why can't you get these
                         outlaws?

                                     PINKERTON
                         It's early in the game yet, Mr.
                         Rains. Jesse James and I are just
                         learning how each other moves,
                         feeling out each other's patterns.

                                     RAINS
                         I'm losing millions of dollars and
                         months of time while you play chess
                         with these farmers!

                                     PINKERTON
                         Hardly farmers. I've done some
                         checking. All these were in the War.
                         These men know sabotage, tactics,
                         and have four years of bloody
                         fighting experience behind them.
                         They are disciplined, well-trained
                         and have a charismatic leader. If I
                         were to design the perfect outlaw
                         band, this gang is what I would
                         create.

                                     RAINS
                         So you can't tell me anything?

                                     PINKERTON
                         It's going to be a long winter.

               Rains pounds the table.

               MONTAGE: VARIOUS SHOTS

               -- THE GANG On horseback, firing back at a posse.

               -- THE GANG RIDES THROUGH A FIELD

               Where dozens of sharecroppers are sweating away. They leave
               a wake of twenty dollar gold certificates fluttering in the
               furrows and hanging in the corn.

               -- PINKERTON, LEADING TWENTY DETECTIVES,

               RIDING HARD up to a crossroad. With a wave of his hand,
               never stopping, he splits one group off to head East, and he
               and the others head West.

               WALL OF "WANTED" POSTERS

               Marked the "James-Younger Gang." The James brothers and
               Younger brothers nod at the likenesses, which are getting
               better. All except Bob, who stares at his in disbelief. It
               looks nothing like him.

               Jesse tears down his poster and autographs it for a young
               boy.

               EXT. OPEN RANGE

               The Gang is riding hard. Cole and Jesse look over their
               shoulders, nod to each other, and WHISTLE.

               The men bring their horses down to an easy pace.

                                     JIM
                         I never thought that posse was
                         gonna give up.

                                     FRANK
                         They were admirably persistent.

                                     COLE
                         Jesse, we got to have a word.

                                     JESSE
                         Sure, cousin.

                                     COLE
                         All the posters and newspapers are
                         calling this bunch the
                         "James-Younger Gang."

                                     JESSE
                         Yep.

                                     COLE
                         Why aren't we the "Younger-James
                         Gang"? I mean, there's three Younger
                         brothers and only two James brothers
                         here.

                                     JIM
                         I kinda like the sound of the
                         James-Younger Gang.

                                     COLE
                              (bristling)
                         Whose side you on?

                                     BOB
                         No, Jimmy has a point. The
                         Younger-James Gang could be
                         confusing.

                                     COLE
                         How?

                                     BOB
                         Say we bust into a bank. We yell
                         "We're the Younger-James Gang!"
                         People are gonna be thinking, "The
                         younger James Gang? Is there an
                         older James Gang? How come we never
                         heard of the older James gang?" So
                         people are trying to figure that out
                         instead of raising their arms.

                                     JESSE
                         Can't argue with that.

               Cole rolls his eyes.

                                     COLE
                         I think you boys are missing the
                         point here...

               They continue to argue as they ride off.

                                     JIM
                         How about "James-Younger" for the
                         bank jobs and "Younger-James" for
                         the train robberies?

                                     BOB
                         See, that's even more confusing,
                         people'll think there's two gangs...

               EXT. WESTERN STREET - DAY

               Comanche Tom RIDES UP to the building marked Marshall's
               Office.

               A MARSHALL and a dozen PINKERTON DETECTIVES are sitting
               around the porch. Tom leaps off his horse.

                                     COMANCHE TOM
                         You 'um big lawman?

                                     MARSHALL
                         Yeah, Injun. What do you want?

                                     COMANCHE TOM
                         Great Chief of St. Louis send me.

                                     MARSHALL
                         The District Marshall



                                     MARSHALL (CONT'D)
                         Of St. Louis?

                                     COMANCHE TOM
                         Ho-yah. Him say tell Big Lawman in
                         Carville that badman Jesse James
                         riding toward Rising Sun, above
                         Great River, near Eagle Rock.

                                     MARSHALL
                         East? East above the river heading
                         for the Eagle Pass?

                                     COMANCHE TOM
                         Ho-yah!

               The Marshall turns to his men.

                                     MARSHALL
                         I want every man in town! We can
                         cut off Jesse James before he
                         crosses out of my territory! Let's
                         go!

               The posse quickly mounts up. The Marshall tosses Comanche
               Tom a coin.

                                     MARSHALL  (CONT'D)
                         Go ahead to the saloon. But don't
                         get too drunk!

                                     COMANCHE TOM
                         Me get heap firewater --

               The posse RIDES OFF.

                                     COMANCHE TOM  (CONT'D)
                         -- you cretins.

               Comanche Tom flips the coin over his shoulder. From around
               the corner THUNDERS the James Gang. They ride up to the
               building marked "Bank" right next to the Marshall's office.
               The Gang dismounts, runs in.

               An improbably short time later, the Gang members run back
               out with full saddlebags and mount up. Comanche Tom RIDES
               OFF with them.

                                     FRANK
                         Nice performance, Tom.

                                     COMANCHE TOM
                         I feel dirty.

               INT. CONFERENCE ROOM - DAY - MONTHS LATER

               The same men in suits and the same map, only now with more
               red markers on it.  In the center of the group are Thaddeus
               Rains, Rollin Parker and Alan Pinkerton.

                                     RAINS
                         Pinkerton. It's been eight months.
                         I see robberies. I see hold ups. But
                         I do not see men on the end of
                         nooses.

                                     PINKERTON
                         All of the James Gang's encounters
                         have been with local law enforcement
                         who, quite frankly, are no match for
                         this group's cunning.

                                     PARKER
                         What about your detectives? They
                         haven't --

               Pinkerton suddenly CLOSES on Rains and Parker. Rains
               doesn't back down, but we are acutely aware of the fact that
               Alan Pinkerton is a big, violent Scotsman. He never raises
               his voice here, but then again -- he doesn't have to.

                                     PINKERTON
                              (to Parker)
                         First of all: you, shut up.
                              (to Rains)
                         Now, you've given me a thousand
                         miles of railroad to cover. Every
                         time the James Gang strikes, we
                         shift a hundred detectives to that
                         area. But there's just too much open
                         land, too many riverbeds to ride,
                         caves to hide in. This gang operates
                         across four states, often riding a
                         hundred miles between jobs.

                                     RAINS
                         I can't believe this.

                                     PINKERTON
                         And there are some towns in
                         Missouri where James and his men can
                         walk openly, as heroes.

                                     PARKER
                         How can that be?

                                     PINKERTON
                         They donate money to farmers, to
                         churches. Rumor has it they gave the
                         sharecroppers of Maddox so much
                         money they were able to build a
                         school.

                                     RAINS
                         With my money!

                                     PARKER
                         We should go burn that school to
                         the ground, sir!

                                     PINKERTON
                              (dryly)
                         Yes, that's the way to win the
                         locals back to our side.

                                     RAINS
                         I demand action.

                                     PINKERTON
                         No, you demand results. They are
                         not the same thing. And if you want
                         results, you will let me do my job
                         as I see fit. Unless of course,
                              (jerking his head at
                              Parker)
                         You want this fool to saddle up and
                         take another run at it?

                                     RAINS
                         Can't you tell me anything?

                                     PINKERTON
                         It's going to be a long spring.

               MONTAGE: VARIOUS SHOTS

               -- THE GANG RIDES ALONGSIDE A PAYROLL COACH, The COACH is
               marked with the "Rock Northern Railroad" logo.

               Suddenly Pinkerton guards leap up from hiding places in the
               coach and start firing! The gang fires back dropping two of
               the men.

               BANK WINDOW

               Old "Wanted" posters are replaced by a new set.

               THE COACH IS STOPPED

               Jesse and Frank are pulling the payroll off as the rest of
               the Gang keeps their guns on the remaining Pinkertons. Two
               dead Pinkertons lie on the ground.

                                     JESSE
                         See, that's a shame. If people
                         would just hand over the money and
                         not shoot at us --

               Loni looks at something in his hand.

                                     BOB
                         What's that?

                                     LONI
                         Lucky Rabbit's foot. Took it off
                         that dead fella over there.

                                     BOB
                         I don't think that one's working,
                         Loni.

               Loni pockets the charm.

               -- JESSE, FRANK, AND THE YOUNGER BROTHERS Sit heads bowed
               in a small country church as the collection plate is passed.
               Jesse drops in a handful of twenty dollar gold pieces.

               -- A GROUP OF BOYS SWARM AROUND JESSE,

               Getting him to autograph his "WANTED! $10,000 REWARD DEAD
               OR ALIVE!" Poster. The Gang is all there, admiring the new
               posters. The likenesses are remarkable -- except for Bob's.
               It still looks nothing like him. And we can see Cole is not
               pleased at all the attention Jesse's getting.

               -- PINKERTON IN THE BOARD ROOM WITH HIS MAP,

               Directing his lieutenants on how to cover the territory.

               -- THE GANG CAROUSING IN A SALOON.

               Jesse is off to one side, writing a letter on fancy
               stationery. Frank is coaching him.

               AT THE MIMMS HOME,

               Doc Mimms hands Zee the envelope we just saw Jesse working
               with. Zee takes the envelope and tosses it into the burning
               fireplace.

               INT. WHITTLY BANK - DAY

               Jesse, Cole, Frank, and Bob are in the middle of a
               stick-up. All the BANK PATRONS have their hands up.

                                     JESSE
                         Okay, folks, I think we know how
                         this is going to go...

                                     BOB
                         One false move and I'll blow your
                         heads off!

               Jesse, Frank, and Cole look at Bob.

                                     JESSE
                         Beg pardon?

                                     BOB
                         You heard me, Jesse. You know how
                         crazy I get!

               Jesse and Cole turn to the HEAD TELLER.

                                     JESSE
                         'Scuse us.

                                     HEAD TELLER
                         Think nothing of it.

               Jesse and Cole cross to Bob.

                                     COLE
                         We got a problem here, brother?

                                     BOB
                              (low)
                         Frankly, yes. I'm feeling a little
                         left out.

                                     JESSE
                              (sighing)
                         This is about the "Wanted!"
                         Posters, isn't it.

                                     BOB
                         Yes. I am obviously not standing
                         out in people's minds at the
                         robberies.

                                     COLE
                              (to Jesse)
                         This is your fault for hogging all
                         the publicity.

                                     JESSE
                         Hold on, hold on, we all know Bob
                         is an important part of the gang.

               Frank arrives.

                                     FRANK
                         Gents, we are in the middle of
                         something here.

                                     JESSE
                         Bob's upset.

                                     FRANK
                         The posters?

                                     JESSE/COLE
                         Yeah.

                                     BOB
                         Don't say "yeah" in that voice.
                         This is important.

               Frank, Jesse, and Cole exchange looks. They turn back to
               the now puzzled crowd.

                                     FRANK
                         Pardon the delay, folks, but we had
                         to get Mad Bob Younger under control!

                                     JESSE
                         Bob here'll kill a man for
                         sneezing, and he's the best shot in
                         the gang.

                                     HEAD TELLER
                         Better than you, Jesse?

                                     JESSE
                         Bob Younger taught me how to shoot!

               The crowd MURMURS APPRECIATIVELY.

                                     FRANK
                         Now, we would like to get back to
                         the robbery.

                                     HEAD TELLER
                         Of course.

               The Head Teller starts filling a saddlebag with money. Bob
               glares at a few people, then nods at Jesse. Jesse winks back.

                                                               DISSOLVE TO:

               INT. SALOON - NIGHT

               The place is alive with song, gambling, and the money the
               James Gang is dropping. At one table, Loni Packwood lays
               down his poker hand. As the other players moan, he rakes in
               the pot.

                                     CLELL
                         Damn, Loni, you're lucky.

                                     LONI
                         Luckiest man in the West, now that
                         I'm riding with Jesse James!

               He raises his lucky rabbit's foot in toast to Jesse, who is
               at the bar nursing a bottle of whisky with Frank.

               ANGLE ON

               Jesse and Frank at the bar.

                                     JESSE
                         This has been a good year.

                                     FRANK
                         Jesse, we're outlaws.

                                     JESSE
                         And we're good at it.

                                     FRANK
                         It got to you, didn't it. All the
                         killing in the war. You need it now.

                                     JESSE
                         You've killed your fair share of
                         men.

                                     FRANK
                         If I could go back to farming --

                                     JESSE
                         That's a lie. You could've bought a
                         dozen farms with the money we've
                         stolen.

                                     FRANK
                         I can't quit and leave you alone. I
                         can't quit until you quit. Ma
                         would've wanted it that way.

                                     JESSE
                         We're doing this for Ma.

                                     FRANK
                         Maybe it started out that way. But
                         now...

                                     JESSE
                         What do you want me to say, Frank?
                         I was killing men when I was
                         fifteen. I like getting shot at. I
                         like riding out of town with a posse
                         at my back. This is a helluva better
                         life than farming.

                                     FRANK
                         A better life than the one you
                         could have had with Zee?

               Jesse HURLS the whisky bottle against the wall. At the
               CRASH the saloon falls silent. Every eye turns to the James
               boys. Frank stands up.

                                     FRANK  (CONT'D)
                         I'll bet you every dollar we've
                         stolen that she hasn't read a single
                         one of the letters you've sent her.

               Jesse is boiling. His hand twitches.

                                     FRANK  (CONT'D)
                         You going to throw down on me,
                         Jesse?

               Jesse's jaw is grinding.

                                     JESSE
                         Don't do this, Frank. You know I
                         love you.

               Frank nods, embraces his brother. The saloon noise STARTS
               UP again. Frank steps away.

                                     FRANK
                         We're drunk.

                                     JESSE
                         Oh yeah.

                                     FRANK
                         Just do me a favor. Think about
                         what this is costing everybody. Not
                         just the railroad.

               Jesse nods and Frank EXITS. Jim Younger, also drunk, steps
               up.

                                     JIM
                         You okay, Jesse?

                                     JESSE
                         Yeah. Hey, are you drinking whisky?
                         You're too young to be drinking
                         whisky.

                                     JIM
                         Not too young to shoot a man, not
                         to young to drink.

                                     JESSE
                              (jolted)
                         I guess so.

                                     JIM
                         I was always jealous Web Mimms got
                         to go off and fight with you and
                         Cole. Now it's my turn.

               Jesse takes this in silently.

                                     JESSE
                         Jim, you been with a girl yet?

                                     JIM
                         Tonight? Why, I'm just getting
                         ready to turn on the Younger charm.

               Jesse raises an eyebrow.

                                     JIM  (CONT'D)
                         Well, not exactly.

                                     JESSE
                         You been with a girl ever?

                                     JIM
                              (insulted)
                         Hell yeah! I been with...
                              (sighs)
                         Uh, not exactly. It's just, I don't
                         want to get one of these paid
                         ladies, you know?

                                     JESSE
                         I think so.

                                     JIM
                         You and Frank and Cole, and even
                         Bob, get all these girls because
                         you're good looking and famous. You
                         don't have to pay. They just look at
                         me like I'm the baby brother.
                              (then)
                         Don't tell anyone, okay Jesse?

                                     JESSE
                         I swear.

                                     JIM
                              (whispering)
                         Tell you something else.
                              (belches)
                         I can't drink that good neither.
                         I'm going to go outside and throw up.

                                     JESSE
                         You do that.

               Jim stumbles away and OUT THE DOOR. We hear him THROWING UP
               ENERGETICALLY a moment later. Jesse thinks for a moment,
               beckons over the bartender.

               INT. SALOON - A FEW MINUTES LATER

               Jim stumbles back in. A pretty young woman, LYLA,
               approaches him.

                                     LYLA
                         Excuse me. Are you Jim Younger?

               Jim pulls himself together.

                                     JIM
                         Why, yeah.

                                     LYLA
                         I hope you don't mind, Jesse James
                         told me your name.

                                     JIM
                              (crestfallen)
                         Oh, you were talking to Jesse.

                                     LYLA
                         Yes, but just so I could find out
                         who you were.

               Jim brightens.

                                     JIM
                         Really?

                                     LYLA
                         I hope I'm not being too forward.

                                     JIM
                         Not at all.

                                     LYLA
                         I just though you were awful cute.

                                     JIM
                         Thank you, Miss -- ?

                                     LYLA
                         Lyla Devereux.

                                     JIM
                         Gosh, that's a pretty name. Buy you
                         a drink?

                                     LYLA
                         Could we go upstairs and talk? It's
                         so loud down here.

                                     JIM
                              (trying to stay
                              smooth)
                         Why don't we get a bottle of sherry
                         to sip while we talk?

                                     LYLA
                         That is so gentlemanly of you.

               As they head to the bar, WE SEE Jesse slide some money to
               the bartender.

                                     JIM
                              (crossing)
                         Devereux. My brother Cole dated a
                         European girl once.

                                     LYLA
                         Really?

                                     JIM
                         Don't talk about it much, though.

               INT. CONFERENCE ROOM

               Parker is leading Rains into the room. Rains SNAPS SHUT his
               ever-present Pocketwatch.

                                     PARKER
                         The final route for the railroad is
                         complete.

                                     RAINS
                         I look forward to seeing it.

               A group of RAILROAD MEN wait around, wearing forced smiles.
               Parker shows Rains the map.

               REVEAL the wall-sized map of the United States. The plainly
               marked RAIL LINE extends due west from New York, through
               Philadelphia, a straight shot west --

               -- until it reaches Missouri, where it takes a painfully
               obvious swing in a large semi-circle south of the state,
               then swings up again and continues due west.

               Rains takes this in. Parker and the railroad men are trying
               to look casual.

                                     RAINS  (CONT'D)
                         Parker.

                                     PARKER
                         Sir?

                                     RAINS
                         What is that?

                                     PARKER
                         What, sir?

               Suddenly, viciously, Rains GRABS PARKER BY THE NECK and
               SLAMS his face against the map.

                                     RAINS
                              (calmly)
                         That.

                                     PARKER
                              (strangled)
                         Oh, that. I'll let Jenkins explain.

               Rains drops Parker, who slides to the floor stunned. He
               turns to JENKINS, who is suddenly in an open area cleared by
               the retreating railroad men.

                                     JENKINS
                         Sir.

                                     RAINS
                         Jenkins.

                                     JENKINS
                         We've done a financial study of the
                         construction costs projected into --

                                     RAINS
                         Jenkins.

                                     JENKINS
                         It's cheaper to go around Jesse
                         James, sir. Even with the detour and
                         the extra track. It's just cheaper.

               Rains turns to look at the map.

                                     RAINS
                         So he's won.

                                     PINKERTON (O.S.) (O.S.)
                         No.

               ANGLE ON

               The entire group looking at a serene Pinkerton staring at
               the James Gang tracking map, which is now festooned with red
               markers.

                                     PINKERTON  (CONT'D)
                         Every three months, the James Gang
                         circles back to the vicinity of
                         Liberty, Missouri. They always pull
                         a job right before they return,
                         probably to have extra money to give
                         family and friends.

                                     RAINS
                         In English, Pinkerton.

                                     PINKERTON
                         There are only four banks within
                         that travel radius which they have
                         not robbed.

                                     RAINS
                         Can you put men at all four?

                                     PINKERTON
                         No need. I have another tool at my
                         disposal which will narrow it down
                         to one bank.

                                     RAINS
                         What is that?

                                     PINKERTON
                              (smiling)
                         Why, their intense hatred of you,
                         of course.

               The room holds its breath. Rains begins to smile back.

               EXT. WESTERN TOWN - EVENING

               A populous town with the fanciest SALOON we've seen yet.

               EXT. SALOON - SIDEWALK - EVENING

               Out on a sidewalk, Jesse stands alone at the edge of the
               building. He's holding an envelope.

               HIS POV reveals the address: "Miss Zerelda Mimms, Liberty,
               Missouri."

               BACK TO SHOT

               as Jesse reaches up to the street lantern and lights the
               envelope on fire. He drops it to the ground and watches it
               smolder.

               Bob Younger walks up, holding a "Wanted" poster.

                                     BOB
                         Finally.

               Jesse looks, grins. The sketch is a dead ringer for Bob.

                                     BOB  (CONT'D)
                         The things a fella has to do to get
                         a little respect around here...

                                     JESSE
                         You are a fine figure of a man.

                                     BOB
                         Listen, Jesse, we've got a problem.
                              (off his look)
                         It's Cole.

                                     JESSE
                         He's been full of vinegar lately.

                                     BOB
                         He's planning a job.

                                     JESSE
                         What?

                                     BOB
                         Listen, he's my brother and I don't
                         want to start trouble...

                                     JESSE
                         Tell me.

               INT. SALOON - GAMBLING ROOM

               Back in a semiprivate card room, Cole is talking to the
               rest of the Gang.

                                     COLE
                         It'll be the biggest score yet.

                                     JESSE (O.S.) (O.S.)
                         What will be?

               Jesse and Frank step from the shadows. Cole tosses them a
               newspaper.

                                     COLE
                         Hyperion Bank, two day's ride from
                         Liberty. They've got a hundred
                         thousand dollars in railroad money
                         just sitting there.

               Jesse tosses the paper aside.

                                     JESSE
                         Smells funny, it being mentioned in
                         the paper.

                                     COLE
                         If you'd read about it first, you'd
                         have no problems.

                                     JESSE
                         What are you saying?

                                     COLE
                         I've robbed just as many banks as
                         you have! I know this town, and I
                         know this bank, and I say it's an
                         easy job.

                                     JESSE
                         You're forgetting who's in charge --

                                     FRANK
                              (calming him)
                         Jesse.

                                     COLE
                         Oh, you're in charge? We ain't
                         partners any more, Jesse? You tell
                         Cole Younger where and when to ride?

                                     FRANK
                         Cole, he didn't mean that.

                                     JESSE
                         You taking sides against me, now,
                         Frank?

                                     FRANK
                         No, I --

                                     COLE
                         So being with me is being against
                         you? Well, we don't want to do that!
                         None of us poor idiots want to go up
                         against the famous Jesse James,
                         greatest outlaw who ever lived!

               Jesse glares at Cole. The Gang is murmuring amongst
               themselves.

                                     COLE  (CONT'D)
                         That's what the newspapers say.
                         Weren't for Jesse James, this gang
                         wouldn't be able to find a goat's
                         ass with a stick.

                                     BOB
                         What?

               Clell Miller leans forward.

                                     CLELL
                         You have got mighty full of
                         yourself lately, Jesse.

                                     JESSE
                         You think so. You all do?
                              (to Frank)
                         You?

               Frank hesitates a half-second too long.

                                     JESSE  (CONT'D)
                              (spitting)
                         Beautiful.

                                     COLE
                         Now the one time one of us comes up
                         with an idea --

                                     JESSE
                         A bad idea.

                                     COLE
                         I got us through the War all right.

                                     JESSE
                         And almost got hanged in peacetime.

                                     COLE
                         That's it.

               Cole LUNGES for Jesse, and in a flash they're
               streetfighting, all elbows and knees and rib punches,
               GRUNTING and SWEARING. Frank and Bob try to break it up, but
               it's too fierce.

                                     COMANCHE TOM
                         Let them fight it out. The poison
                         needs to leave the wound, to heal.

               Jesse lands a ROUNDHOUSE, knocking Cole away. Cole goes for
               his gun, and in a blur they've both DRAWN and stand facing
               each other with cocked six-guns. The Gang watches in stunned
               silence.

                                     BOB
                         This is healing?

                                     COMANCHE TOM
                         Sometimes a wound will kill.

                                     BOB
                         Now you tell us.

                                     FRANK
                              (edging in)
                         Boys, we don't want this.

               Neither Jesse nor Cole will back down. They circle, still
               keeping their guns up.

                                     COLE
                              (gritted teeth)
                         I'm the better soldier, Jesse.

                                     JESSE
                         And I'm the better outlaw.

               Jim steps up.

                                     JIM
                         And you both hate the railroad.
                         That's what's important. We do this
                         job, and Thaddeus Rains won't dare
                         come West again.

               Jesse's gaze slides to Jim.

                                     JESSE
                         What about that Rock Island bastard?

                                     JIM
                         It's his money.  He's putting up
                         the payroll out of his own fortune.
                         You do want to hurt Thaddeus Rains,
                         don't you Jesse?

               Jesse and Cole stare at each other again.

                                     JESSE
                         Still smells fishy.

                                     COLE
                         Then let me run the show, General
                         Lee.

               Jesse thumbs down the hammer of his Colt. Cole does the
               same. The entire Gang breathes out as one.

                                     JESSE
                         Fine. We hit this bank.

                                     COLE
                         You'll be smiling once you've got
                         all that money to spend, cousin.
                              (to Gang)
                         Cole Younger's going to make
                         everybody rich!

               The Gang CHEERS. Frank watches Jesse cross to the WINDOW
               and sag against it, exhausted.

                                                               DISSOLVE TO:

               EXT. HYPERION BANK - DAY

               The James Gang rides up to the bank. A WATER TOWER can be
               seen behind the building opposite the bank.

               Jesse, Cole and Frank dismount and move swiftly to the bank
               doors. Comanche Tom, Jim Younger, Clell Miller and Loni
               Packwood dismount and take defensive positions. The few
               other Gang members stay on their horses, looking sharp.

               ANGLE ON

               Cole holds up at the door, produces his shotgun. Frank and
               Jesse draw six guns. On Cole's lead, they KICK OPEN THE
               DOORS AND RUSH IN.

               INT. HYPERION BANK

               Cole and the James brothers stride in.

                                     COLE
                         Nobody move! This is a robbery!

               The dozen or so farmers and tellers raise their hands.

               EXT. HYPERION BANK

               Loni is whistling away, rubbing his lucky rabbit's foot. He
               squints up at the sun, turns, then stops. He slowly turns
               back...

               HIS POV reveals a dozen men APPEARING at the edge of the
               opposite rooftop, aiming rifles...

               Loni lets his rabbit's foot drop...

               The FIRST GUNSHOTS PLOW INTO LONI! As he falls back, we see
               the rabbit's foot hit the dusty ground...

               The Gang leaps for cover as a HAIL OF BULLETS begins to
               tear up the bank face around them.

               INT. HYPERION BANK Jesse, Frank and Cole whirl to face the
               door.

                                     COLE
                         What the --

               JESSE'S POV in a mirror by the door reveals all twelve of
               the men in the bank drawing guns, shotguns, one rifle --

               Jesse shoves Cole and Frank down. He KICKS a stool at the
               man with the rifle, dives right and ROLLS across a big oak
               desk. The men begin to FIRE. As BULLETS PING around him,
               Jesse FIRES from between his legs as he rolls across the
               desk. The assassins start to drop.

               Jesse completes his roll at a railing separating the
               manager's area from the bank floor. In one smooth move he's
               up and RUNNING ALONG THE RAILING, defying gravity, drawing
               his shoulder Colts and shooting...

               The gunmen are crossing into each other's line of fire,
               Jesse's movement confusing them. Jesse's killed another
               five, only four left, but he's out of railing and --

               CRASH! Through a teller's cage, disappearing behind the
               counter. The gunmen turn and BLAST the wooden counter, some
               screaming in panic.  CLICKS are heard as hammers fall on
               empty magazines.

               The gunmen stare at where Jesse disappeared, panting
               heavily.

               CLICK.

               They forgot about Cole and Frank.

               EXT. HYPERION BANK

               The Gang is scrambling for cover. Loni's body lies in the
               street, his rabbit's foot lying in a pool of his blood. The
               Gang is returning fire, hiding behind water troughs, dead
               horses, barely staying alive. The ROAR OF GUNFIRE is
               deafening.

                                     COMANCHE TOM
                         Head for the end of the street!

                                     JIM
                         Look!

               At both ends of the street, WAGONS ROLL into position, each
               manned by two armed Pinkertons. The Gang is trapped.

               INT. HYPERION BANK

               A shot of the open, empty VAULT.

                                     COLE
                         Dammit!

                                     JESSE (O.S.) (O.S.)
                         A trap.

               Cole turns. Jesse is moving the surviving cowboys into the
               Vault. As the last one steps in, Jesse SLAMS the door
               closed. WE HEAR MORE GUNFIRE. Frank runs in from the back of
               the bank.

                                     FRANK
                         Another dozen out back.

                                     COLE
                         They gonna rush us?

                                     FRANK
                         They're just insurance in case we
                         run.

               Jesse crosses to the front door.

               EXT. HYPERION BANK

               Jesse sticks his head out the door.

                                     JESSE
                         Get inside, you --

               Gunfire chews up the doorframe. Jesse pulls back inside.

               INT. HYPERION BANK

               Frank and Cole are shooting through the windows.

                                     JESSE
                         They're all pinned down. Can't even
                         get to the door.

                                     FRANK
                         Got any ideas, little brother?

               Jesse thinks, then smiles.

                                     FRANK  (CONT'D)
                         Oh Lord.

               EXT. HYPERION BANK

               Jesse comes CRASHING through a window! He rolls to a stop
               next to one of the horses, grabs a saddlebag, then -- to the
               disbelief of the Gang -- he pivots and CRASHES right back
               into the Bank!

               INT. HYPERION BANK

               Jesse stumbles to his feet, yanks open the bag. Sticks of
               dynamite tumble out.

                                     FRANK/COLE
                         Oh Lord.

               EXT. HYPERION BANK

               WE PAN across the trapped Gang, still under fire, to the
               front of the next door Saloon, and then WE ZIP

               INT. SALOON

               Where wary patrons have taken cover from the gunfire.
               Suddenly --

               BOOOM! One wall EXPLODES into dust! In the hole we see the
               interior of the Bank and --

               Jesse James running through, already readying another stick
               of dynamite --

               EXT. ROOFTOP

               Where the Pinkerton gunmen are shooting at the Gang. Some
               of the gunmen look curiously as the windows to the building
               two doors down from the bank BLOW OUT.

               EXT. STREET

               As the two Pinkerton detectives at the wagon barricade turn
               in shock as Jesse James LEAPS FROM THE SECOND FLOOR of a
               building he can't possibly be in, lands on the wagon, rolls
               off and DASHES INTO a blacksmith shop across the street.

               They suddenly notice a HISS. They stand, look in the wagon.
               Jesse left a burning stick of dynamite in the wagon.

               ANGLE ON

               the wagon EXPLODING into matchsticks.

               INT. BLACKSMITH SHOP

               The blacksmith is gone, but there's a fire in the FORGE.
               Jesse leaps and KICKS OVER the forge --

               ANGLE ON

               The white-hot coals IGNITING everything.

               EXT. ROOFTOP

               The Pinkertons firing on the gang notice SMOKE rising from
               below them. They look down ...

               REVEAL bellowing FLAMES and SMOKE enveloping the entire row
               of buildings below them.

               BACK TO

               The roof as a PINKERTON COMMANDER runs to ledge and looks
               at the rising flames himself.

               A HUGE EXPLOSION is heard O.C. A large SHADOW creeps over
               the snipers. They turn and look up --

               -- at the Water Tower TOPPLING towards them!

               The Pinkertons dive out of the way as the tower SMASHES
               onto the roof, unleashing a TIDAL WAVE of water!

               EXT. STREET

               UPSHOT of the sniper's ledge as the Pinkertons leap off,
               followed by a WALL OF WATER --

               WIDEN to see the water POURING into the building from above
               --

               Cowboys FLY out the windows, followed by TORRENTS of water
               --

               One Pinkerton SWEPT UP and carried off the roof, BOUNCES
               off a second floor balcony and lands in a puddle on the dirt
               street below.

               FOLLOW the water rushing across the dirt street to the feet
               of --

               EXT. HYPERION BANK

               Jim, Tom and the Gang staring in disbelief at the total
               destruction Jesse has wrought.

               EXT. STREET

               Jesse rides out from a stable leading a team of horses. He
               reaches the bank.

                                     JESSE
                         No time to gawk, boys, we got
                         somewhere else to be!

               Frank and Cole rush out from the bank. The Gang leaps onto
               the horses and put the spurs to them hard.

               ANGLE ON

               the Gang galloping past the shattered wagon barricade,
               heading for the edge of town.

               Pinkerton riflemen run out of the bank and from behind the
               other barricade. One SHARPSHOOTER with a rifle drops to one
               knee, lines up...

               HIS POV shows Jesse in his sights. He tightens on the
               trigger, and just as he pulls --

               -- Jim Younger rides into the line of fire! With a CRACK
               the bullet hits Jim square in the back. He slumps forward on
               his horse. Comanche Tom leaps from his horse onto Jim's and
               urges it on.

               ANGLE ON

               The James Gang disappearing past the edge of town. The
               Pinkertons stand stunned amongst the ruin of their ambush.

               Alan Pinkerton himself walks up, shaking his head.

               EXT. HILL COUNTRY - EVENING

               The Gang rides up onto a wooded hill where huge rocks jut
               from the earth. They all dismount, Jesse and Cole supporting
               Jim's limp form as they pull him from the saddle. Jim is
               drenched in blood.

                                     JESSE
                         Okay, you're gonna rest here.

                                     COLE
                         Clell, Tom, go get Doc Mimms in
                         Liberty!

                                     CLELL
                         That's a long ride, Cole. We won't
                         be back 'til morning.

                                     JESSE
                         Then you better get going!

               Cole and Jesse are united again in their grief over Jim.

                                     COLE
                         Bob, rip up some bandages.

                                     JESSE
                         Pass me some whisky.

               Jim's eyes flutter open for the first time.

                                     JIM
                         ... too young for whisky...

                                     JESSE
                         This time we'll make an exception.

                                     JIM
                         Jesse, you explain to Lyla. My
                         girl, you know, from that time...

                                     JESSE
                         You're gonna tell her when you're
                         resting up in bed with her, Jimmy.

                                     COLE
                         Jim, I'm sorry, I'm so sorry.

                                     JIM
                         Best time of my life.
                              (weakly)
                         I was famous, y'know...

               Jim dies. Cole cradles the body, begins rocking. Comanche
               Tom puts a hand on Bob's shoulder as Bob slumps against a
               rock.

               Jesse stands, walks away heavily.

               EXT. HILLTOP - A WHILE LATER

               Sunset is heavy in the sky. Jesse stares off at it. His
               anguish is palpable. Frank comes over.

                                     JESSE
                         Shoulda learned with Web. Made it
                         look fun, made it look like an
                         adventure. Got Web killed. Now Jim.

                                     FRANK
                         Jim was old enough...

                                     JESSE
                              (snorts)
                         He was a boy riding with the most
                         famous outlaws in the West. How was
                         he supposed to say no to that?

                                     FRANK
                         Railroad burned him out too. You
                         couldn't have stopped him.

                                     JESSE
                         You're a piss-poor liar for the
                         smartest man I know.

                                     FRANK
                         Yeah.

                                     JESSE
                         A war against the railroad. What
                         the hell were we thinking?

                                     FRANK
                         I'm sure it seemed like a good idea
                         at the time.

               Jesse remembers the first time Frank said that. He crosses

               BACK TO

               the Gang.

               ANGLE ON

               the Gang -- what's left of them -- waiting by the horses.
               The unspoken knowledge of whose fault this is hangs in the
               air.

               Cole is covered in Jim's blood.

                                     COLE
                         We'll make them pay for this.

                                     JESSE
                         I'm out.

                                     COLE
                         WHAT?! We follow you for a year,
                         and now that our blood's been
                         spilled, you're gonna quit?!

                                     JESSE
                         Who's next? You? Me? Bob?

               Cole can't answer.

                                     CLELL
                         We can't exactly go back to our
                         lives, Jesse.

                                     JESSE
                         I'm not telling you what to do. You
                         want to keep on following Cole, fine
                         by me.

                                     BOB
                         Frank?

               Frank nods. He's leaving too.

                                     COLE
                         Go ahead. Ride on. But don't come
                         back when you figure out you can't
                         farm with a six-gun.

               Bob embraces Frank. Jesse goes to shake hands with Cole,
               but the guilt and rage make his once-best friend
               unapproachable. Jesse smiles sadly and walks away.

               EXT. MIMMS HOME - EARLY MORNING

               Zee is letting a dog out. She looks up, freezes. Entranced,
               she walks out onto the porch.

               ANGLE ON

               A figure appearing out of the early morning fog. It's
               Jesse, riding slow. He reins his horse in at the porch,
               dismounts. He stands staring at Zee.

                                     JESSE
                         Zee.

                                     ZEE
                         Jesse. What are you thinking? There
                         are bounty hunters and lawmen all
                         over this county!

                                     JESSE
                         I had to see you. I'm getting
                         married.

               Zee is shocked. Jesse looks serious.

                                     ZEE
                         I don't understand.

                                     JESSE
                         She's the most wonderful woman in
                         the world. Can't get her out of my
                         mind.

                                     ZEE
                         That's... wonderful. It's just... I
                         thought...

                                     JESSE
                         She's beautiful. Smart. And has the
                         biggest... buck teeth in all of
                         Missouri.

               It takes Zee a second. Before she can process it all, Jesse
               drops to one knee.

                                     JESSE  (CONT'D)
                         I've quit my outlaw ways. Come live
                         in my home and in my heart.

               Zee takes the hat off Jesse's head, tosses it into the yard
               and smiles. Jesse stands up and they kiss.

                                                               DISSOLVE TO:

               EXT. HORSE DRAWN TAXI - DAY

               Victorian wooden houses with tin roofs and palm trees line
               the street.

               Jesse and Zee ride in the back of the open carriage. They
               can't take their eyes off each other.

                                     ZEE
                         I would never have imagined us in a
                         place like this.

                                     JESSE
                         That's why I picked it. We can
                         start a whole new life down here.

                                     ZEE
                         Are you going to be happy here, Mr.
                         James? Without all that excitement?

                                     JESSE
                         I've got you. You keep me busy. I
                         figure we'll get over to the
                         hotel... get checked in, cleaned
                         up... then I'd like to do something
                         I've been thinking about for a long
                         time.

                                     ZEE
                         Now wait a minute. There are
                         certain things that have to wait
                         until after the wedding.

               Jesse leans forward to the DRIVER.

                                     JESSE
                         Driver, change of plans. Take us to
                         the nearest church.

                                     DRIVER
                         What religion?

                                     JESSE
                         Whichever one has God in it,
                         that'll do fine.

               INT. CHURCH RECTORY - DAY

               A PASTOR sits at his desk while Jesse finishes filling out
               a marriage license.

                                     PASTOR
                         This is unusual. Most of our
                         marriages are members of the
                         congregation.

                                     JESSE
                         You don't think God'll mind, do you?

               Jesse slides him two twenties with the license.

                                     PASTOR
                         The Lord is remarkably tolerant of
                         the charitable.
                              (reading the license)
                         "Jesse Woodson James." Jesse James?
                         The Jesse James?

                                     JESSE
                         I could have lied I suppose, but I
                         want this marriage to be legal. I
                         just want you to know, I'm trying to
                         start a new life here. I'm depending
                         on your...

                                     PASTOR
                         Discretion? Sir, I am a man of the
                         cloth.

                                     JESSE
                         Thank you.

                                     PASTOR
                         Who needs to repair a leaky church
                         roof.

               Grinning, Jesse slides over another forty.

                                     PASTOR  (CONT'D)
                         Now let's have a drink.

                                     JESSE
                         Right here in church?

                                     PASTOR
                         Communion.

               The Pastor pours. They drink.

               EXT. CHURCH - DAY

               The BELLS RING as Jesse and Zee walk out the front door arm
               in arm.  The Pastor and his wife appear in the doorway,
               waving. Jesse and Zee hop in a waiting carriage.

                                                               DISSOLVE TO:

               INT. BANK - DAY

               Various townsfolk are lined up at the TELLER'S window.
               Cole, Bob, Comanche Tom, Clell and some NEW GANG MEMBERS
               BURST IN.

                                     COLE
                         Nobody move! This is a robbery.

               Everybody's hands reach for the ceiling. Cole gestures to
               the Teller.

                                     COLE  (CONT'D)
                         The safe. Now.

                                     TELLER
                         Of course!
                              (pause)
                         Uh, sir?

                                     COLE
                         What?

                                     TELLER
                         Where is Jesse James?

                                     COLE
                         This here is the Younger Gang!

               A MAN speaks out timidly.

                                     MAN
                         But the Youngers ride with Jesse
                         James.

                                     COLE
                         Did ride. No more.

               The crowd grumbles, plainly disappointed.

                                     COLE  (CONT'D)
                         OPEN THE DAMN SAFE!

                                     TELLER
                         All right, all right.
                              (muttering)
                         Jesse James never yelled at folk...

               Bob and Comanche Tom exchange looks behind a fuming Cole.

               INT. SALOON - NIGHT

               The new Gang is spending its booty. Cole is putting a
               healthy dent in a bottle of rotgut. Bob is consoling him.

                                     BOB
                         This is the best score yet.

                                     COLE
                         It's still taking too long. The
                         people used to snap to.

                                     BOB
                         That was because of... the
                         reputation the gang had.

                                     COLE
                         As long as people think Jesse's
                         still riding, we will never get the
                         respect we deserve.

                                     BOB
                         Cole, we're outlaws. Not exactly
                         the most respectable job, if you
                         know what I mean.

                                     COLE
                         Leave me alone, Bob.

               Even Bob can't reach Cole now. He walks sadly away.

                                                               DISSOLVE TO:

               EXT. BEACH - DAY

               A deserted Keys beach -- coconut palms and Australian
               pines. Clear water like glass stretching off forever.

               Jesse and Zee are having a picnic on the white sand. Both
               are in the latest in beach attire. He's in a one-piece that
               goes from his neck to his knees. Zee's in what is basically
               a dress with long pantaloons.

               Zee is reading. Jesse is stretched out on the sand.

                                     ZEE
                         Hmm.

                                     JESSE
                         "Hmm" what?

                                     ZEE
                              (reading)
                         "But the life of the James Gang
                         wasn't all robbing and shooting and
                         killing, for these young Missouri
                         bucks had a taste for the ladies...
                         especially the handsome and
                         charismatic Jesse James."

               Jesse sits up.

                                     JESSE
                         I beg your pardon?

                                     ZEE
                              (showing him the
                              cover)
                         "Blazing Guns of the West. True
                         Stories of Jesse James." Only a dime
                         in the hotel lobby.

                                     JESSE
                         Let me see that.

                                     ZEE
                         Oh, I'm not finished.
                              (reading)
                         "When he sauntered into a saloon,
                         his spurs jangling and his pockets
                         full of gold, the ladies flocked
                         around him like flies to a candied
                         apple."
                              (looking at him)
                         As I said. Hmm.

                                     JESSE
                         Now, sweetie, y'all wouldn't go
                         believing one of them silly dime
                         novels, would you?

                                     ZEE
                         Jesse, have you ever noticed that
                         when you're trying to charm your way
                         out of trouble, your accent gets all
                         farm boy?

                                     JESSE
                         Aw, shucks, ma'am...

                                     ZEE
                         Stop it. This is just sad.

                                     JESSE
                         Swimming. Swimming is good.

               Jesse jumps up and OUT OF FRAME. A second later, he reaches
               down and PULLS a chuckling Zee up out of the sand.

               EXT. OCEAN - DAY

               Jesse chases Zee out into the surf. They splash around
               until the water gets shoulder-deep, then both submerge. They
               reappear, locked in a kiss. CLOSE ON Zee's face as they
               break the kiss and embrace. She's in heaven. She opens her
               eyes, facing the beach. Something passes over her face.

               ANGLE ON

               the beach, where fifty Pinkerton detectives with rifles are
               lined up like a firing squad.

               BACK TO

               Zee's face. She squeezes Jesse tighter.

                                     ZEE
                         Don't turn around.

                                     JESSE
                         What?

                                     ZEE
                         If you don't see it, it's not
                         real...

               Jesse turns around to see --

               EXT. BEACH

               A familiar figure walking along the sand. When the figure
               reaches the center of the line of detectives, he turns to
               the couple and --

                                     PINKERTON
                         Jesse James, you are under arrest!

               Jesse takes one longing gaze at the open ocean. He heads
               for shore.

                                                               DISSOLVE TO:

               INT. SALOON

               Cole and the Gang are killing time. Bob runs in.

                                     BOB
                         They arrested Jesse!

               He throws the paper to the other Gang members, but walks
               straight to Cole. The two brothers stare at each other.

                                     COLE
                         How'd they --

                                     BOB
                         What have you done?

                                     COLE
                         I ain't done --

                                     BOB
                         WHAT HAVE YOU DONE?!

               Bob draws on Cole. Cole is shattered.

                                     COLE
                         Bob. I didn't...

                                     BOB
                         Swear.

                                     COLE
                         I swear --

                                     BOB
                         Swear on Jimmy's grave.

               Cole hesitates. Bob thumbs back the hammer. Comanche Tom's
               hand closes over Bob's gun.

                                     COMANCHE TOM
                         Bob. You know Cole would never do
                         such a thing. He and Jesse are best
                         friends. They are cousins, blood
                         brothers.

               Bob considers it, lowers the gun.

                                     BOB
                         I'm sorry, Cole.

                                     COLE
                         You're just upset about Jesse. We
                         all are.

               Bob walks off. Comanche Tom speaks, but keeps his eyes on
               Bob.

                                     COMANCHE TOM
                         My people know that when a brother
                         kills a brother, a great curse comes
                         down on that man, and when he dies
                         he walks the desert as a dark
                         spirit. I like Bob too much to let
                         that happen.
                              (looking at Cole)
                         If I find out you turned in Jesse,
                         I'll kill you myself.

               Comanche Tom moves off. Cole's thoughts are his own.

                                                               DISSOLVE TO:

               EXT. FORT JEFFERSON - NIGHT

               An establishing shot of the Florida fort being lashed by
               rain.

               INT. CELL

               A dank, black cell far in the bowels of Fort Jefferson. WE
               HEAR CLANKING.

               WIDEN TO REVEAL Jesse doing push-ups. They come easily,
               despite Jesse being chained up like the Frankenstein monster.

               The DOOR OPENS. Jesse looks up in mid-push-up. Alan
               Pinkerton is looking down at him.

               Jesse moves to the bed. Pinkerton, flanked by two guards,
               ENTERS. He sits on a stool provided by one of the guards.

                                     PINKERTON
                         We're moving you tomorrow.

                                     JESSE
                         But I like the presidential suite.

                                     PINKERTON
                         Oh, it's a similar room. But the
                         hotel is in Washington D.C. You're
                         not going to get a fair trial down
                         here, in front of a jury of Jesse
                         James sympathizers.

                                     JESSE
                         So I'll get a fair trial in front
                         of a jury bought off by Thaddeus
                         Rains?

                                     PINKERTON
                         That's the idea.

               Pinkerton produces two cigars, presenting one to Jesse.

                                     JESSE
                         Did you order our houses burned
                         down?

                                     PINKERTON
                         Not that day. I am guilty of many
                         things, but that was Mr. Thaddeus
                         Rains and Parker, that day.

               Jesse takes the cigar, and Pinkerton lights both. They puff
               for a moment.

                                     PINKERTON  (CONT'D)
                              (tapping bad leg)
                         Was this you, by the way?

               Jesse exposes his scar.

                                     JESSE
                         You almost ended my career before
                         it began.

                                     PINKERTON
                         Pity.

               Pause.

                                     PINKERTON  (CONT'D)
                         How did you spot the ambush in
                         Torrell?

                                     JESSE
                         Last February?

                                     PINKERTON
                         Mmm.

                                     JESSE
                         You had all those cattle there, so
                         I'd think the extra men were in town
                         from the cattle drive?

                                     PINKERTON
                         Yes?

                                     JESSE
                         The cows had a brand from a farm
                         just five miles out of town.

                                     PINKERTON
                         Damn.

               Pause.

                                     JESSE
                         Almost got me in Billings. I saw
                         you there, shooting at me.

                                     PINKERTON
                         I went myself to oversee the
                         operation. Didn't help much.

                                     JESSE
                         No, that one was close. A couple
                         fellas quit after that one.


                                     PINKERTON
                         Oh. That's nice to know.
                              (then)
                         We're going to hang you, you know.

                                     JESSE
                         I figured.

                                     PINKERTON
                         Was it worth it?

                                     JESSE
                         Should have just killed Thaddeus
                         Rains and been done with it.

                                     PINKERTON
                         That's what I would have done.

                                     JESSE
                         I'm not hanged yet.

                                     PINKERTON
                              (shaking his head)
                         You cocky little bastard.

                                     JESSE
                         Ahh, you'll miss me.

                                     PINKERTON
                         No, I'll hang you.
                              (then)
                         But I may miss you just a bit.

               As Jesse and Pinkerton smoke and discuss the past year...

               EXT. TRAINYARD

               Two guards are leading Jesse, who is in heavy arm irons,
               toward a prison car at the end of a waiting train.
               Pinkerton, Thaddeus Rains, and Parker walk up.

                                     RAINS
                         This is him.

                                     PARKER
                         I remember you.

                                     JESSE
                         You're Parker. I remember you, too.
                         You killed my Ma.

               Parker is set back by Jesse's voice. To cover his fear --

                                     PARKER
                         How did you know?

                                     RAINS
                         Not such a menace now, is he,
                         Pinkerton?

                                     PINKERTON
                         If you feel that way, I could
                         always take off the irons.

               Rains glares at Pinkerton, then turns back to Jesse.

                                     RAINS
                         You stole thousands. You cost me
                         tens of millions of dollars, months
                         of lost construction. I wish I could
                         hang you every single morning for a
                         century.

               Rains checks his Pocketwatch, spots Jesse eyeing it.

                                     RAINS  (CONT'D)
                         You like that? Solid gold, my
                         father had it made when he started
                         this railroad. He gave it to me when
                         I took over, I'll give it to my son
                         when he runs this company, and he'll
                         give it to his son -- The right type
                         of men will always run this country,
                         Jesse James, and little men like you
                         will always suffer. You have stopped
                         nothing.

                                     JESSE
                         Made you think twice about burning
                         folks' homes down now, didn't I?

               Jesse winks.

               With that Parker reaches back and SUCKER PUNCHES Jesse.
               Rains gloats as Jesse gets his breath back.

                                     RAINS
                         We'll speak again in Washington,
                         you insect.

                                     JESSE
                         You're coming on the same train?

               Rains involuntarily looks behind Jesse. Jesse cranes his
               head and spots a CLUB CAR at the front of the train, several
               cars away from his prison car. The other cars are packed
               with Pinkerton detectives.

                                     JESSE  (CONT'D)
                         Well, tell you what. I'm going to
                         have to pay you a visit.

                                     RAINS
                         Big words.

                                     JESSE
                         It's a promise.

               Everyone is a little shaken by the steel in Jesse's voice.
               The guards DRAG JESSE OFF.

               INT. PRISON CAR

               The guards turn Jesse over to a BURLY DETECTIVE. Pinkerton
               enters just behind him. There are ten detectives in total in
               the car.

                                     PINKERTON
                         Hook him up.

               The Burly Detective brings Jesse's arms above his head. He
               loops Jesse's chain over a rail that runs the length of the
               car. Two other detectives walk Jesse down the car, Jesse's
               hands suspended over his head. Jesse can just barely sit
               down.

                                     PINKERTON  (CONT'D)
                         Now the guns.

                                     BURLY DETECTIVE
                         I don't like it. We can handle him.

                                     PINKERTON
                         In the ten seconds we have been in
                         this car, I have seen you get close
                         enough for Jesse James to grab your
                         guns at least three times. And I
                         assure you, if he gets his hands on
                         one of your guns, you are all, and I
                         mean all dead men.

                                     BURLY DETECTIVE
                         He's chained up.

                                     PINKERTON
                         I'll put that on your tombstone.
                         The guns.

               Grumbling, the detectives deposit their pistols in a box
               near the front of the car. Pinkerton walks out.

               The Burly Detective slides a Colt into his waistband.

               ANGLE ON

               Jesse, alone, surrounded by ten Pinkerton guards. The train
               LURCHES, and they're off.

               EXT. COUNTRYSIDE - DAY

               The prison train highballs through the wooded, rolling
               hills. We see the engine, the coal car, a detective car,
               then the private salon car, two more cars of guards, and
               then the prison car.

               INT. PRISON CAR

               Five guards are playing poker. Five others are standing
               along the length of the car. Jesse looks at the gun box
               waaay down the other end of the car.

               Things shift, and we (and Jesse) realize the train is going
               downhill.

                                     JESSE
                         Hey, fatty.

               The Burly Detective looks up.

                                     BURLY DETECTIVE
                         What?

                                     JESSE
                         You, ya barrel of pork lard. Here
                         piggy piggy!

               The detectives close on Jesse. Jesse stands as the Burly
               Detective moves right up on him.

                                     BURLY DETECTIVE
                         What you sayin' boy?

                                     JESSE
                         I think I recognize you.

                                     BURLY DETECTIVE
                         How?

                                     JESSE
                         I think I saw you leavin' by the
                         front door just as I was coming in
                         the back.

               The other detectives try to hide grins.

                                     BURLY DETECTIVE
                         You shut up now, boy.

                                     JESSE
                         No, really. You're wife said she
                         needed some help, seeing as you were
                         so fat you couldn't find your --

               Burly Detectives BACKHANDS Jesse. Jesse spits blood and
               grins.

                                     JESSE  (CONT'D)
                         Yeah, she said you did that to her
                         too.

               Burly draws, points the gun right at Jesse's face. The
               other detectives GASP. Jesse stares down the barrel, then
               raises his eyes and speaks in a voice that is low and
               terrifying.

                                     JESSE  (CONT'D)
                         Y'know, I could do this without the
                         gun, but it just makes things easier.

               SLAM as Jesse KICKS Burly in the crotch! The gun FIRES,
               missing Jesse's head only because he jerks it like a
               mongoose.

               Jesse BACKHANDS the detective with the heavy chain! The gun
               drops right into Jesse's hands --

               The guards are running for the gun box --

               Jesse flips the chain TIGHT, TUCKS UP and KICKS OFF from
               the back wall and SLIDES THE LENGTH OF THE RAIL over the
               detectives' heads! As he reaches the end he FIRES the gun,
               blowing open the gun box. Jesse then SHOOTS the rail's
               ceiling strut, and then KICKS at the roof.

               The rail WRENCHES FREE, dropping Jesse to the floor. In a
               blur he's up, reaching into the gun box. He tosses one gun
               INTO THE AIR, then FANS THE HAMMER of another.

               Half the guards drop, but the other half are right on top
               of him and nobody's that fast --

               Jesse drops the spent gun, CATCHES the other gun in the
               opposite hand and FANS THAT HAMMER all in a single breath!

               As the smoke clears, the last of the detectives falls with
               a THUD.

               EXT. TRAIN

               Jesse pops open the door to his car. He's improvised a
               gunbelt like his old one, holding six Colts. He's still
               holding the chain from his restraints. Now that they're no
               longer wrapped around Jesse, we see they're at least a few
               yards long.

               INT. THIRD TROOP CAR

               Some Pinkertons LOOK UP as a BANG sounds from on top of the
               car.

               EXT. TRAIN

               And Jesse JUMPS OFF THE ROOF and --

               CLANK as the chains -- fastened to the roof -- go taut and
               Jesse is at window level and he's FIRING AND FIRING into the
               car!

               INT. THIRD TROOP CAR

               Pinkertons falling, drawing their guns, not able to get a
               bead on Jesse because --

               EXT. TRAIN

               Jesse is running along the side of the car, supported by
               the chain! Still shooting, he reaches the end, KICKS UP and
               is on the roof again.

               ANGLE ON

               one Detective, barely alive, stumbling through the door,
               opening the door to the next

               INT. SECOND TROOP CAR

               The detectives inside start as the wounded man falls into
               the doorway.

               EXT. TRAIN

               Jesse looks down and sees heavily armed Pinkertons coming
               out of the doorway.

                                     JESSE
                         Shit.

               But there's no turning back and he jumps to the top of the

               EXT. SECOND TROOP CAR

               Jesse's running and the Pinkertons start SHOOTING THROUGH
               the roof. Jesse miraculously is untouched, almost to the
               CLUB CAR...

               INT. CLUB CAR

               Pinkerton is already moving as Parker and Thaddeus Rains
               look around.

                                     RAINS
                         What the hell is that sound?

                                     PINKERTON
                         Vengeance.

               INT. FIRST TROOP CAR

               Pinkerton bursts in. The men snap to.

                                     PINKERTON
                         Outside! Get up on top! Go GO!

               EXT. CLUB CAR

               Jesse JUMPS onto the club car, but pulls up short as
               detectives appear ahead of him. He turns to see other
               detectives climbing up behind him. He's trapped.

               BUT WE HEAR A LOW WHISTLE AND

               EXT. TRAIN ENGINE

               The engine EXPLODES! Sparks fly as the twisted engine
               GRINDS onto the tracks!

               EXT. TRAIN

               The momentum carries everyone off their feet! Some
               detectives are torn from the train. Jesse slides across the
               roof of the Club Car --

                                                                    CUT TO:

               EXT. TRAIN TRACK

               CLOSE ON a smoking CANNON sitting on the tracks. WIDEN TO
               REVEAL Frank and Cole on horseback shading their eyes. Zee
               is daintily blowing out a fuse lighter.

                                     FRANK
                         Nice shot.

                                     ZEE
                         Thank you. Now go get my husband.

               The two men start to gallop toward the train.

               EXT. TRAIN

               Jesse, Pinkerton, and the detectives look down the track
               and see...

               EXT. TRAIN TRACK

               Frank and Cole riding toward them. From the woods ride
               Comanche Tom and Bob Younger, folding into perfect
               formation. The four THUNDER toward the train.

               INT. CLUB CAR

               Pinkerton rushes back in. Parker and Rains are looking out
               the window.

                                     PARKER
                         There's only four of them...

                                     PINKERTON
                         Move you fools!

               He grabs the two businessmen and heads them to the rear of
               the train.

               EXT. TRAIN TRACK

               Frank draws a gun and FIRES.

               EXT. WOODS

               TWO DOZEN RIDERS pour out of the woods, all firing at the
               Pinkerton! The Pinkertons return fire, taking shelter in the
               train cars as the riders strafe the train.

               EXT. TRAIN

               Jesse swings over the edge of the train, looks through the
               window. Rains is gone. He turns and starts running back
               along the top of the train.

               EXT. PRISON CAR

               Pinkerton, Rains and Parker tumble out of the door and run
               for the woods.

               Jesse LEAPS DOWN from the top of the train onto Pinkerton!
               They wrestle, separate. Pinkerton stands, reaching for his
               gunbelt.

               Empty.

               With almost a resigned sigh, he looks up. Jesse's pointing
               the gun at Pinkerton's head.

                                     PINKERTON
                         Do it.

               Jesse FIRES.

               ANGLE ON

               Pinkerton, stunned to realize he's still alive. He turns to
               see Parker, fall to the ground, his own gun half-drawn,
               Jesse turns the gun on Rains.

                                     JESSE
                         That was for my Ma. Now this is for
                         everybody else.

                                     PINKERTON
                         He's too important, James.  They'll
                         set the army on you. You and your
                         wife.

               Jesse stares at Rains, Rains stares back, the tension
               building...Jesse's about to shoot...and says:

                                     JESSE
                         That is a nice watch you got there.

               Rains looks down at the fob, back up. The tension isn't
               broken.

                                     JESSE  (CONT'D)
                         I tell you what, I'll buy that
                         watch from you, for the fair market
                         price approved by the Department of
                         the Interior: one dollar.

               Rains hesitates. Jesse thumbs the hammer back

                                     JESSE  (CONT'D)
                         If I were you, I'd sell. After
                         this, the price goes...down.

               Rains tosses the Watch to Jesse as Jesse simultaneously
               FLIPS Rains a dollar coin with his free hand. Jesse holds up
               the Watch.

                                     JESSE  (CONT'D)
                         Now every time you go to look at
                         this watch and it's not there,
                         you'll remember: You can be stopped.
                         Pass that down to your son, instead.

               Jesse thumbs the hammer forwards, lowers the gun. Rains
               falls to his knees, numb from the tension.

               Frank rides up. Jesse empties Pinkerton's gun and hands it
               to him. Pinkerton holds him for a second.

                                     PINKERTON
                              (low)
                         Tennessee.

               Jesse doesn't understand.

                                     PINKERTON  (CONT'D)
                         The railroad has no business in
                         Tennessee. Therefore I have no
                         interest in the state of Tennessee.

                                     JESSE
                         Thanks.

                                     PINKERTON
                         I'd just as soon kill you, Jesse
                         James. But chasing you takes up too
                         much of my time.

                                     JESSE
                         Fair enough.

               Zee RIDES UP. Jesse SWINGS UP onto her horse, and then they
               RIDE OFF with Frank.

               We PULL UP AND AWAY, centering on Pinkerton, Rains, and
               revealing the smoking, burning wreckage of the train.

               EXT. HILLSIDE FIELDS - DAY

               Most of the Gang is mounted. Frank, Cole and Bob are
               standing there, watching.

               ANGLE ON

               Jesse and Zee riding up on one horse.

                                     ZEE
                         You get arrested again, I'll kill
                         you.

                                     JESSE
                         Yes ma'am.

                                     ZEE
                         I can't believe I had to blow up a
                         train for you.

                                     JESSE
                         You are a hell of a woman.

                                     ZEE
                         Don't swear.

                                     JESSE
                         Yes ma'am.

               They reach the Gang. Jesse SWINGS OFF his horse, gets one
               of Cole's BEAR HUGS.

                                     COLE
                         Missed you, cousin.

                                     JESSE
                         Missed you too, cousin.

               Jesse notices Cole is oddly emotional, but can't quite
               figure out what's going on.

                                     COLE
                         You know, you gettin' caught, right
                         after leaving us, some people
                         thought --

                                     JESSE
                         Pff. All we been through, the
                         thought never crossed my mind.

               The two clasp hands.

                                     BOB
                         Things changed when you quit the
                         gang. For example, I'm now the one
                         who says "Let's ride."

                                     COLE
                         He's not bad at it.

                                     BOB
                         It's tougher than it looks.

                                     JESSE
                         Where'd you get all these riders?

                                     COLE
                         We didn't. Zerelda did. Turns out
                         your wife makes a hell of an outlaw.

                                     BOB
                         So what's the plan?

               Jesse looks at Zerelda and Frank.

                                     JESSE
                         I think my wife and I might go down
                         Tennessee way, buy a farm.
                              (pause)
                         Goodbye, boys.

               The Youngers smile sadly, but NOD. As the Younger brothers
               SADDLE UP, Comanche Tom leans down from the saddle and
               shakes Jesse's hand.

                                     COMANCHE TOM
                         You stay out of trouble, Jesse.
                         Nobody has as much luck as you used
                         up today.

               ANGLE ON

               Jesse getting back on his horse with Zee. Frank stands
               there and watches them.

                                     FRANK
                         I'll meet you down there in a few
                         weeks.

                                     JESSE
                         See you soon. Oh, and I appreciate
                         the distraction back there.

                                     FRANK
                         Hell, they hardly even noticed us.

               Jesse and Frank grin.

                                     BOB
                         Let's ride!

               Jesse flips the reins and he and Zee RIDE OFF, the GANG
               with the Youngers RIDES OFF in the opposite direction.

               Frank watches them ride away. WE HEAR faintly:

                                     ZEE
                         Tennessee?

                                     JESSE
                         I'll explain on the way.

               Then it's Frank alone on the hill. WE CIRCLE around behind
               him, come around, see he's AGED a little, CIRCLE AGAIN and
               now he's AGED MORE, we come around one more time and...

               EXT. HILLSIDE NEAR LIBERTY - DAY - TWENTY YEARS LATER

               ...we COMPLETE THE CIRCLE and see young Frank James is now
               an older FRANK JAMES. Still lean, a few wrinkles, a little
               grey in the hair, dressed in expensive turn-of-the-century
               western clothes. A young man who looks remarkably like
               Jesse, JIMMY JAMES, 16 years old, is waiting patiently. The
               two are looking down on the town of Liberty, Missouri, which
               is now swollen five sizes larger. The Wild West is
               disappearing under roads and telegraph wire.

                                     JIMMY
                         Y'know, Uncle Frank...

                                     FRANK
                         Yeah, Jimmy?

                                     JIMMY
                              (genially chiding)
                         ...every time you tell that story,
                         you stop there. That's not how it
                         ended. I was five when my dad got
                         shot.

                                     FRANK
                         I know. But that's how it should
                         have ended. Your Dad and Mom, riding
                         off into a new life, growing old
                         together, happy.

               They start to walk back to the edge of town.

                                     FRANK  (CONT'D)
                         Allow a man his version of the
                         past. When you get to be my age,
                         you've got enough painful memories,
                         you're allowed to soften a few of
                         the edges up.

                                     JIMMY
                         Sounds like he was a hell of a man.

                                     FRANK
                              (chuckling)
                         That he was.

                                     JIMMY
                         They're making him a hero now.

                                     FRANK
                         Saved a lot of folk from the
                         railroad.

                                     JIMMY
                         But he killed a lot of men, too.

                                     FRANK
                         Can't argue that.

                                     JIMMY
                         So what was he?

                                     FRANK
                         I think... he was just a real
                         interestin' fella to have around.

               Frank chuckles again at the memories, claps his hand on
               Jimmy's shoulder.

                                     FRANK  (CONT'D)
                         Come on, your Ma's probably holding
                         dinner for us. Once saw the woman
                         blow up a train, don't want to tick
                         her off...

               Jimmy grins and the pair walk down the hill. We stay ON
               THEIR BACKS as they continue talking.

                                     JIMMY (O.S.) (O.S.)
                         Uncle Frank?

                                     FRANK (O.S.) (O.S.)
                         Yeah Jimmy?

                                     JIMMY (O.S.) (O.S.)
                         How much of that story is true?

                                     FRANK (O.S.) (O.S.)
                         Everything but the boring parts.

                                                                  FADE OUT:

               END

               OVER CREDITS:

               SEPIA TONED PHOTOGRAPHS of JESSE and ZEE enjoying their
               years as farmers, with VISITORS like FRANK, and the YOUNGERS
               also included.