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Waterhole No. 3

Waterhole #3
Directed by William A. Graham
Produced by Owen Crump, Joseph T. Steck, Ken Wales, Blake Edwards
Written by Joseph T. Steck, Robert R. Young
Starring see below
Music by Dave Grusin
Cinematography Robert Burks
Edited by Warren Low
Distributed by Paramount Pictures
Release date
  • November 17, 1967 (1967-11-17)
Running time
95 minutes
Country United States
Language English
Box office $2,700,000 (US/ Canada)

Waterhole #3 is a 1967 Western comedy film directed by William A. Graham. It is considered to be a comic remake of The Good, the Bad, and the Ugly.

The film stars James Coburn, Carroll O'Connor and Margaret Blye. The cast also includes Bruce Dern, James Whitmore, Claude Akins, Joan Blondell and Timothy Carey. Roger Miller, "The Balladeer," performs the theme song and performs snippets of music throughout the film as a form of narration. The film is a Blake Edwards production.

In Arizona, a shipment of gold bullion is stolen in an inside job by a group of men consisting of U.S. Army Sgt. Henry Foggers, assigned to guard the gold, Doc Quinlen, the mastermind of the caper, and Hilb, a billy-goat-bearded ruffian. They take shoemaker Ben Akajanian hostage and dig a tunnel from his parlor to the Army deposit next door. The gold is then buried by Quinlen in the desert, near Waterhole No. 3. Some time later, he is then killed by Lewton Cole, a professional gambler, after an altercation in which Cole discovers a map to the buried treasure scrawled on a $20 bill.

Foggers and Hilb, along with Ben (who they have taken along to make it look as if he was the thief), set out to find Cole and the gold. At the same time, U.S. Cavalry captain named Shipley is also looking for the stolen gold along with his detachment. Cole, meanwhile, stops at the town of Integrity and gets a headstart on the local law enforcement after the killing by locking up Sheriff John Copperud and his deputy in their own jail.

Cole rides to the sheriff's ranch, steals his horse and seduces Billee, the sheriff's daughter. Copperud returns to the ranch and infuriates Billee by being more upset over losing his horse than about Cole's treatment of her. After Copperud leaves the ranch chasing for Cole, Billee also heads into the desert.


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