The Great Train Adventure

THE GREAT TRAIN ADVENTURE

by
Zack Kaplan and Graham Funke

Based on True Events

Management:
Heroes and Villains Entertainment
323.850.2990
EXT. CITY OF ATLANTA - NIGHT
Rain attacks a metropolis just shy of the Industrial Age.
Bare feet drag through a muddy courtyard. Soldiers haul a
disheveled PRISONER, tattered clothes, shackled in chains-
Towards a looming brick building. Angry THUNDER roars.
INT. CONFEDERATE HEADQUARTERS - NIGHT
The Soldiers drop the Prisoner before-
A massive Confederate flag that rules over a war room:
the South’s base of operations for the entire Civil War.
INSERT: ATLANTA, GEORGIA 1862
The Prisoner lifts his face:
JAMES ANDREWS, 30s, an unquestionably handsome man, but
with a few day’s beard and wet, matted hair. Despite his
predicament, he smiles and assesses his surroundings:
Telegraphs chatter. Wires handed off. Something’s up.
A HUNDRED FRANTIC OFFICERS tend to a strategic map table.
Small blue pieces occupy Tennessee. Grey pieces surround
them. Daunting...until blue pieces land north in Ohio.
Andrews overhears a THRONG OF GENERALS holding court.
GENERALS
(whispers)
We’re hearing eighteen thousand...
staging in Dayton...mobilize in
three days...we’ll lose Tennessee.
Andrews leans in to get a better look and spots-
GENERAL BEAUREGARD, the little Napoleon, heavy mustache,
slicked hair, and the calmest man in the chaos.
Suddenly a boot kicks Andrews against a wall. MAJOR
CLEMENS, 30s, a middle-ranking officer who reeks of
resentment and bitterness, invades his line of vision.
MAJOR CLEMENS
I thought I smelled something foul.
ANDREWS
Ah, Southern hospitality!
MAJOR CLEMENS
Not reserved for war profiteers and
smugglers. You’re a Kentuckian, by
God! And you play both sides like a
game. Have you no conscience?
2.
ANDREWS
Slows me down.
MAJOR CLEMENS
So will this: selling arms to the
Union is punishable by death.
(to Soldiers)
Get him out of here.
The Soldiers drag Andrews towards the rear exit, past the
Generals at the command’s epicenter.
GENERAL
-As soon as Grant gets those
reinforcements, Shiloh will fall-
ANDREWS
The Green River Bridge.
The Generals raise annoyed eyebrows at the interruption,
then return to their debate. All but Beauregard-
Who stares at Andrews as Soldiers lead him out.
BEAUREGARD
Bring that man to me!
The room silences. A hundred men freeze. An entire war
effort halted as Andrews marches before Beauregard.
ANDREWS
James Andrews at your service.
BEAUREGARD
Ah. James Andrews. I’ve heard about
your exploits. Stealing fifty
cannons. A thousand guns. You’ve
caused quite a stir around here.
ANDREWS
As have you, General Beauregard.
Pleasure to meet you on the cusp of
such victory. It’s a shame that
you’ll never achieve it. Eighteen
thousand Union recruits, fresh and
ready for battle. That’s a problem-
BEAUREGARD
And you have the solution?
ANDREWS
Union needs trains to move their
troops to Shiloh in time. Only the
A&R railroad line runs from Dayton,
Ohio to Tennessee. If you want to
stop movement on this rail, the key
is the Green River Bridge.
3.
BEAUREGARD
I’ve considered this, but holding
that bridge simply cannot be done.
ANDREWS
I don’t propose we hold it. I
propose we destroy it.
Major Clemens steps between them-
MAJOR CLEMENS
Sir, don’t listen to a thing this
man says. He is a unreformed con
artist, a smuggler and common thief-
ANDREWS
Nothing common about stealing guns
out from under your nose, Major?
A look from Beauregard and the Major buttons up.
ANDREWS (CONT’D)
The Green River Bridge stretches
over a massive gorge. There’s no
other way across it nor around it.
Take that bridge out and-
Andrews jumps at the map and sweeps the blue pieces in
Ohio right off the table. They scatter to the floor.
The room stares in shock. Beauregard weighs his choice.
MAJOR CLEMENS
This is malarkey. Union checkpoints
lie every twenty miles and that
bridge is the largest in Tennessee.
You’d never reach it let alone blow
the thing up. And you’d be caught
behind enemy lines. Are we to
believe you have suddenly developed
a selfless bone in your body?
ANDREWS
No. I need ten thousand dollars.
Major Clemens grabs Andrews and drags him towards the
door. The entire room watches, when suddenly-
BEAUREGARD
Ten thousand. And what else?
Andrews shakes himself loose from the defeated Major, and
spins to face the room. Stands tall and smiles bright.
ANDREWS
Complete clemency of course.
4.
MAJOR CLEMENS
He’s guilty of treason-
ANDREWS
-And seven of your most qualified
soldiers, strangers to ensure the
secrecy of our mission.
BEAUREGARD
Is that all?
Andrews dons the brightest, most satisfied smile.
ANDREWS
Oh! And one more thing. I’ll need a
train schedule.
A LOUD TRAIN WHISTLE
EXT. TRACKS OUTSIDE OF DAYTON - DAWN
Pistons pump. Steel wheels churn. Steam chugs.
THE GENERAL, a majestic locomotive, a wood-packed tender
and an immaculate line of cars in tow, barrels towards-
The rustic town of Dayton. Sun rises on dirt roads and
rugged wooden structures that embrace the frontier ideal.
EXT. DAYTON TRAIN DEPOT - DAWN
A bearded DEPOT MANAGER strolls out. Checks his schedule.
Then his pocket watch. It clicks: five minutes to six.
He peers up the tracks at the advancing plume of smoke.
INT. PASSENGER CAR - THE GENERAL - DAWN
A runny nose presses against a window. Scruffy BILLY
FULLER, 10, stares wide-eyed out at a massive army camp.
A BUGLE belts out - “Reveille”
EXT. CAMP DENNISON - DAWN
UNION FLAGS flap above white army tents just near Dayton.
Thousands of recruits line up for conscription. Uniforms.
Rifles. They assemble into divisions. Cannons EXPLODE.
EXT. PASSENGER CAR - THE GENERAL - DAY
Billy grins ear to ear at the excitement.
BILLY
Golly!
5.
Suddenly, a hand spins him around, belonging to-

FAITH FULLER, 13, a fresh-faced tomboy in trousers.
FAITH
Billy, the Johnnies are coming!
Faith turns and flees down the aisle. Billy makes
‘pistols’ with his fingers and follows, giving cover.
BILLY
Confederates are everywhere! Run!
Colorful train PASSENGERS sneer at the kid’s DISRUPTION.
Faith bumps into an UPTIGHT MOTHER and her TEEN GIRLS, in
elegant dresses, who giggle at Faith’s boyish attire.
UPTIGHT MOTHER
Good lord! Where are your parents?!
Faith ‘shoots’ them with her ‘guns’, then runs off.
BILLY
Hurry! We gotta get to the fort!
Billy points at the railcar door, then pushes Faith down
the aisle. Retreating, he stumbles over the BOOTS of-
THOMAS KNIGHT, 30s. Handlebar mustache. An air of danger.
His hand shoots to a Colt 45 hidden beneath his duster.
Billy startles. Stares at the gun. A deadly moment.
BILLY (CONT’D)
Whoa.
Knight collects himself. Whips his duster closed.
KNIGHT
Git.
Billy wastes no time. Darts after his sister.
Knight produces a RED HANDKERCHIEF. Polishes his boot.
Then he glances around to see if anybody noticed the
exchange. The faces of passengers reveal oblivion...
Except for a bifocaled gent in the last row: SPECS, 30s,
in a tailored suit. He locks eyes with Knight-
Then wipes his glasses with a RED HANDKERCHIEF.
INT. LUGGAGE COMPARTMENT - THE GENERAL - DAWN
Billy stumbles into the car, searching for Faith.
6.
BILLY
Faith, that man had the biggest gun-
Faith jumps from a crate. Pulls him behind baggage.
FAITH
Of course. Spies are everywhere!
Now we need to secure this train-
BILLY
(dropping character)
Faith, we’re nearin’ the station.
We should get to our compartment or
we’ll catch hell from Pa.
FAITH
Pull it together, man. The fate of
the Union depends on us. Come on.
INT. LOCOMOTIVE - THE GENERAL - DAWN
Engineer CAIN, 30s, and Fireman HENDERSON, 20s, execute a
braking procedure. It’s second nature. The train slows.
The General coasts to a textbook stop. From a passenger
car, polished BLACK BOOTS land onto the platform-
WILLIAM FULLER, 30s/40s, staunch and intense, adjusts a
starched conductor’s uniform. Checks his pocket watch.
The Depot Manager approaches. Hand extended.
DEPOT MANAGER
Right on time, Will, as usual.
FULLER
We’re five minutes behind.
Fuller ignores the Manager’s hand and storms past him-
FULLER (CONT’D)
Cain!
-to the locomotive. Cain pokes his head out the window.
CAIN
I know. It’s the damn injector.
FULLER
I don’t want excuses. See to it.
Cain straightens up. Quick to avoid Fuller’s wrath.
CAIN
Yes sir. I’ll skip breakfast.
7.
NEWSPAPER BOYS wield the daily edition to PASSENGERS.

NEWSPAPER BOYS
Read all about it! Lincoln launches
last ditch plan to save Tennessee!
One of the Newspaper Boys backs up hard into:
A filthy set of trousers and a gun belt. Belonging to:
TOOTHLESS JIM, a tall slim man with greasy hair.
He spits tobacco and smiles a disgusting grin. Teeth
missing. The Newspaper Boy backs away in fright.
Toothless Jim wipes his mouth with a RED HANDKERCHIEF.
INT. COMPARTMENT CAR - THE GENERAL - DAWN
Fuller passes departing TRAVELERS. Arrives at the last
compartment. Throws it open. Finds it vacant. Frowns.
INT./EXT. LUGGAGE COMPARTMENT - THE GENERAL - DAWN
Faith and Billy battle imaginary foes, darting through
clothing dummies, mail bags, and a menagerie of luggage.
From out on the platform, HANDLERS unload trunks nearby.
Glare at the nuisance inside the green luggage car.
FAITH
They’re closing in! Watch out!
Faith ‘shoots’ away. Scales a mountain of suitcases-
Then convulses as ‘bullets’ rip through her.
FAITH (CONT’D)
I’m hit! Ahhhhhhhhhhh--
She flails. Tumbles downwards. Her foot falls onto the
latch of a wooden crate. The door swings open-
A GIANT PIG SQUEALS out. Makes an dash for it. Knocks
open luggage. Valuables SHATTER. A window BREAKS. MAYHEM.
The Handlers chase the SNORTING pig onto the platform.
Through startled PASSENGERS. A FARMER hurries over-
FARMER
My prize pig!
Faith and Billy join the chase-
Slippery and comical. The pig avoids every swipe. Dodges
every dive. Then finally makes a break for freedom-
From nowhere, a tarp whips around the pig. Scoops him up-
8.
Fuller hands the thrashing bundle to the desperate Farmer-

FARMER (CONT’D)
Thank you! God bless you, sir.
As the depot returns to normal, Fuller spins to the kids-
BILLY
It wasn’t our fault, see, we were
just playing war and then-
FULLER
I don’t want excuses. When you come
with me to work-
FAITH
We didn’t even want to come.
FULLER
Well nobody will watch you.
Nannies. Neighbors. Nobody.
FAITH
We can watch ourselves, pa.
FULLER
You can’t even stay in your seats.
Is it so hard to do what I ask?!
The kids finally hush. Fuller sighs. Glares them down.
FULLER (CONT’D)
And war is not a game.
Billy elbows Faith and they snap to attention.
FAITH AND BILLY
Sorry, pa.
Fuller inspects the broken window and scattered luggage,
shakes his head, almost shocked by the level of mischief.
FULLER
Fetch your things.
FAITH
They’re in the compartment. Can’t
we leave them during breakfast-
FULLER
No.
An icy stare. The kids share a confused look. Fuller rubs
his brow. Unable to cope. Searches for words, finally-
FULLER (CONT’D)
Aunt Fannie is waiting in town.
9.
BILLY
Aunt Fannie?
FULLER
I’m accepting a post with the army.
FAITH
You’re sending us away?!
FULLER
This war...I’m needed here on the
rails. I can’t be home anymore.
The reality sets in. Shows on their faces. Then-
FAITH
We won’t go.
FULLER
Her home will be much better for
you. You’ll receive guidance and-
FAITH
Yeah, etiquette lessons. Tea time!
Cotillions! You know Aunt Fannie!
BILLY
(snickering)
You are going to be a debutante!
FULLER
And you are to be sent to Adams
Academy for Young Men. You need
structure in your life.
BILLY
I’m a kid! Can’t we ease into
structure over the next few years?
FAITH
You’re separating us? You...you
didn’t even tell us! You tricked us-
FULLER
And if I told you? You disobey-
FAITH
You treat us like children.
FULLER
You are children.
FAITH
Well, we aren’t going. We aren’t!
10.
FULLER
It’s already arranged. Your things
have been packed and they will be
transferred to your aunt’s carriage
while we eat. It’s settled.
FAITH
Ma would never have sent us away.
Fuller catches himself. Stung. Then regroups.
FULLER
I didn’t choose that to happen. And
I didn’t choose this war to happen.
But it did. And we must accept it.
Now march.
Billy plops himself down. Crosses his arms.
FULLER (CONT’D)
I’m your father. I said...march.
Faith joins Billy in protest.
FULLER (CONT’D)
Fine. Don’t eat. Starve. But you
will be off this train before it
leaves the station.
Fuller retreats. Leaves his kids fuming in the train car.
They watch him go. Share a look. Anger. And heartbreak.
Fuller barrels through PASSENGERS to the rear luggage
car, where HANDLERS unload bags. He points at two trunks.
FULLER
Get these delivered to the Lacey
Hotel. There’s a carriage waiting.
The Handler wrestles with the trunks. A second handler
joins the futile struggle. Fuller grows impatient.
FULLER (CONT’D)
Come on, man. Be quick about it.
A hand clasps Fuller’s shoulder. Irritated, he spins-
To see ANTHONY MURPHY, 50s, fat and well-manicured.
MURPHY
Calm down, Will, they’re just bags.
Murphy reaches for the trunks, but Fuller stops him.
11.
FULLER
Good day, Mr. Murphy. Sir, please-
MURPHY
Look at these muscles. Long before
I was foreman of these rails, I was
the lead baggage handler on the
Transcontinental. Come on, men!
Murphy leads the men in an attempt. No luck.
MURPHY (CONT’D)
What you got in here, Will, Robert
E Lee and the Confederate army?
Fuller ignores the joke. Scans the platform. Spots-
A giant bearded ogre, BEAR, moving against the crowd.
FULLER
My man! Might you give us a hand?
Bear turns. Lumbers over. And lifts the heavy trunks with
one hand into a nearby cart. Everyone stares in awe.
FULLER (CONT’D)
Much obliged.
Bear nods. Then wipes his brow with a RED HANDKERCHIEF.
The Depot Manager steps back out and blows his WHISTLE.
DEPOT MANAGER
Twenty minutes for breakfast!
Passengers empty the platform. Fuller and Murphy follow
them into town and almost collide with TWO DRUNKARDS-
RED IRISH, scruffy red whiskers, and his sloppier
brother, BLACK IRISH. Armed with whiskey and scowls.
FULLER
Easy boys. The train’s not going
anywhere for twenty minutes.
Fuller and Murphy press on into town.
MURPHY
As I was saying, they’re sending me
to St. Louis to solve a dispute.
Got me playing parent. What a pain!
FULLER
I can relate.
The IRISH BROTHERS watch them go. Sinister glares. Then
they pull RED HANDKERCHIEFS over their faces.
12.
INT. LUGGAGE COMPARTMENT - THE GENERAL - DAWN

Billy tides up their mess. Faith pouts. Then-
Rises. Opens the door. Billy gives her a knowing glare.
FAITH
Pa says we don’t stay in our seats.
So I’m going back to our berth.
BILLY
What’s the point of that?
FAITH
Kinda hard to make us leave the
train if the door’s locked.
INT. MANAGER’S OFFICE - DAYTON TRAIN DEPOT - DAWN
The Depot Manager strolls into his office. Sips some
coffee. Moves to the telegraph. Taps away. No signal.
Confused. He locates the wire. Follows it. Finds it CUT.
Knight steps from the shadows. Colt 45 in a steady grip.
The Manager swivels. Knight pistol whips him unconscious.
Then SMASHES the telegraph.
EXT. WOOD SHED - DAYTON TRAIN DEPOT - DAWN
Cain and Henderson load logs into a cart.
Suddenly, both are simultaneously knocked unconscious.
Two logs drop. Then their bodies.
Bear, red handkerchief like a bandido, drags them away.
Specs, red handkerchief pulled up, slides in between two
rail cars of the General. Unhooks the coupler.
INT. LOCOMOTIVE - THE GENERAL - DAWN
The Irish Brothers climb into the cab. Open the furnace.
Finish their bottle. Toss it inside-
A burst of flames licks their bodies. They CACKLE. Then
throw the throttle into gear.
INT. PASSENGER CAR - THE GENERAL - DAWN
Faith and Billy trudge through the train. Suddenly-
A SHUDDER. The train’s movement throws them off balance.
13.
FAITH
What was that?
BILLY
The train’s moving.
They look out the windows. Assess the situation.
FAITH
Something’s not right.
Faith grabs Billy’s hand. They move towards the door-
Right as Specs boards. Before he can spot them-
Faith and Billy take cover behind a nearby seat.
BILLY
Bandits.
Specs stalks through the car. Gun drawn. When he’s gone-
FAITH
We gotta get off this train.
They crawl through the aisle. Open the opposite door-
Toothless Jim saunters in. Fat cigar at his lips.
Billy YELPS. Faith clamps her hand over his mouth and
yanks him down under a bench as-
Toothless Jim stops right in front of the kids. Lights up
his cigar. Drops the match to the floor. Stomps it.
Faith and Billy squirm further under the seat. Trapped!
INT. LACEY HOTEL - DINING ROOM - DAWN
Loud and crowded. At a table near the window:
AUNT FANNIE, aging Southern belle dressed to the nines,
takes a long sip of her mint julep. Across from her-
Murphy inhales eggs. Fuller stirs coffee. Preoccupied.
MURPHY
Word from the border’s pretty grim.
Beauregard’s gunning for Tennessee-
AUNT FANNIE
We have Lincoln’s fresh recruits
right here and my brother to
deliver them in a moment’s notice.
May I remind you, the General is
the fastest train in the country.
Isn’t that right, Will? William?
14.
Fuller stares at the two empty seats. Lost in thought.

AUNT FANNIE (CONT’D)
Will, relax. They just need a
woman’s touch again.
FULLER
You try to get a dress on her.
AUNT FANNIE
It’s natural for children to-
FULLER
They need to grow up! It’s just-
Behind them, THROUGH THE WINDOW, a smoke stack appears.
Then - the General, EIGHT CARS in tow. Nobody notices.
FULLER (CONT’D)
They don’t listen. They’re lost in
their own world. It’s time they
lift up their heads and have regard
for the ongoings around them!
Cain bursts into the restaurant, disheveled and bleeding.
CAIN
Fuller!
The restaurant stops. Everyone turns. Cain stumbles over.
CAIN (CONT’D)
The Gen...the Gen...
FULLER
Spit it out, man.
CAIN
Someone’s stealin’ the General!
Cain points out the window. Fuller spins to look-
The General glides out of the station.
Fuller leaps to his feet. Tosses his napkin.
FULLER
Nobody steals my train!
Fuller bursts onto the platform. Sees the departing
General. Then he stops. A grave thought. He looks over at-
The detached green luggage car with the broken window
where he left his kids. Fuller breathes relief. Then-
15.
A glower of determination. He spins back and-

Races after his train. Sprints hard. Eyes glued.
But the fleeing General shrinks and finally disappears.
He stops. Doubles over. Stares off into the horizon.
EXT. TRACKS - DAY
The General powers through the countryside.
INT. PASSENGER CAR - THE GENERAL - DAY
Toothless Jim chomps on his cigar stub. More ashes fall-
To the floor. Faith, green from the smoke, covers her
mouth, while Billy stares at the large pile of ashes.
SPECS (O.C.)
Victory cigars require a victory.
Specs slips through the door. Toothless Jim spins around.
TOOTHLESS JIM
Seems like a victory to me.
Jim grins. Then blows smoke in his face.
SPECS
I’ll partake when I make it home.
Specs snatches his stub and throws it to the ground.
It rolls along the floor. Stops in front of Billy’s face.
Jim frowns. Then squats down. Right in front of the kids.
Just as he’s about to see them, he turns up to Specs-
TOOTHLESS JIM
Partake? Wowwee. What fancy city
did they find you in, stranger?
Jim stands back up. Faith stops Billy from screaming.
Leads him under the benches towards the open door-
INT. FRONT PASSENGER CAR - THE GENERAL - DAY
Faith and Billy close the door, rise, and turn to find-
JAMES ANDREWS, now dashingly transformed, a perfectly
waxed mustache, slipping on an elegant smoking jacket
from one of many open bags. He spins-
ANDREWS
Oh dear god!
16.
Faith and Billy jump. Start to retreat. Quickly, Andrews

assumes an approachable, friendly air.
ANDREWS (CONT’D)
Wait! Don’t be afraid. You just
startled me, that’s all. What are
you doing here, you little people?
FAITH
The train’s been stolen, Mister.
It’s crawling with bandits.
ANDREWS
Oh dear! We must escape lest they
harm us in a most dastardly way.
Andrews swings open the opposite door-
-where Black Irish wields two pistols on the tender.
Quickly, Andrews slams it shut. Looks to the kids.
ANDREWS (CONT’D)
Escape’s out. Let’s hide.
He empties a nearby trunk. Flings it open to them.
Billy smiles and starts forward, but Faith stops him.
Leers at the large trunk. Intimidating.
FAITH
Wait a tick! How come you’re still
here and they didn’t toss you off?
ANDREWS
Probably the same reasons you’re
still here. They weren’t thorough.
Now, quickly, before they find us-
FAITH
How do we know you’re not a bandit?
BILLY
Faith, he isn’t with them. They got
guns, red hankies, and bad teeth.
ANDREWS
Quite right. Listen to the lad,
Faith. Now we haven’t much time-
But Faith grabs her brother. Ropes him in close.
FAITH
He’s fishy. I don’t trust him.
A COMMOTION sounds from the car behind. The kids flinch,
then Billy jumps inside the trunk. Faith hesitates.
17.
ANDREWS
Tick tock, tick tock, tick tock.
BILLY
Come on, Faith! Get in!
Andrews displays the trunk with more urgency.
FAITH
You aren’t worried about yourself?
ANDREWS
I’ll scrape by, my dear. Always do.
He flashes his whitest, most charming smile.
ANDREWS (CONT’D)
Do I look like a bad guy to you?
Faith acquiesces. Hops into the trunk. He slams the lid-
Catching his jacket. As the car door opens, Andrews
spins. His jacket rips. Valuables spill to the floor as-
Knight marches in. Specs and Toothless Jim back him up.
Andrews looks up. Caught in the act.
ANDREWS (CONT’D)
Ah, you must be the bandits.
INSIDE THE TRUNK
Faith clutches Billy. They listen through the keyhole.
FRONT PASSENGER CAR
Knight steps forward. Colt 45 raised.
KNIGHT
We’re not bandits.
They glare him down. Ready for trouble. Andrews grins.
ANDREWS
Of course. You’re Confederates.
However...these children disagree-
Andrews kicks the trunk. It spills open-
Faith and Billy tumble to the floor. Knight balks.
ANDREWS (CONT’D)
James Andrews. I’m in charge of
this mission. Pleasure, of course.
18.
Knight, Jim and Specs stand at attention while Andrews

whips out a red bandana and ties it around his neck.
Then he retrieves his double breasted frock coat from a
seat. Exchanges it with the torn jacket. Winks at Billy.
ANDREWS (CONT’D)
Red didn’t work with the last coat.
FAITH
You...you...tricked us! You lousy,
no good scamp!
ANDREWS
No need for such flattery, my dear,
unless you must.
The kids make a break for it. Specs and Jim grab them.
ANDREWS (CONT’D)
Were you not given orders to clear
the train before it left Dayton?
TOOTHLESS JIM
We checked the whole train, sir.
ANDREWS
Oh well done. I’ll see you men
receive medals.
KNIGHT
We’ll take care of it.
They drag Faith and Billy to the rail car door and slide
it open. Wind BLASTS. Harsh ground speeds below.
The children STRUGGLE to resist. They teeter on the edge-
FAITH AND BILLY
Stop! Leave us alone! No, please.
Andrews watches. A hint of sympathy. A hint of conflict.
Then he SLAMS the door shut.
ANDREWS
We can’t have these kids wandering
the woods like Hansel and Gretl.
They could be found and blab.
SPECS
What could they possibly say?
ANDREWS
Nobody knows of our theft but
Dayton, which is now a desert
island, assuming you disabled their
communications, mister...
19.
KNIGHT
Thomas Knight.
ANDREWS
Mr. Knight. But if these children
open their big mouths to anyone
this far north, then our mission’s
compromised. We could be hung for
high treason. And that’s no fun.
Andrews dons a smug grin. They consider and-
KNIGHT
He’s absolutely right-
Knight raises his gun at the kids, who flinch in fear.
KNIGHT (CONT’D)
We can’t have them blabbin’.
Andrews pushes Knight’s gun aside. The kids sigh relief.
ANDREWS
Let’s just secure them in the rear.
KNIGHT
No disrespect. My superior said you
were hired because you offer unique
traits, but this ain’t a game here.
ANDREWS
Nor is sneaking seven strangers
across the border from various
locations, mapping out our mission
behind enemy lines, and securing
our safe return. Can we agree on
unique and necessary traits?
Specs observes Andrews, almost trying to place him, then-
SPECS
I know you. You’re James Andrews,
the smuggler.
ANDREWS
Smuggler. Con artist. Debonair
lover. I’ve heard it all.
KNIGHT
You’re a mercenary.
ANDREWS
“Sir” will suffice.
Knight shares concern with Jim and Specs. Tension.
20.
KNIGHT
But the rest of us are Confederate
soldiers. We do this for the
preservation of our nation. And
we’re willing to do-
(a look at the kids)
-whatever needs to be done.
ANDREWS
I promise, if that time comes, I’ll
do what needs to be done myself.
The two men stare off. A battle of wills. The kids look
on, straining to somehow influence the decision. Finally-
KNIGHT
Lock them in the back.
Specs and Jim escort the STRUGGLING kids to the rear.
FAITH AND BILLY
We just want to go home. Let us go!
EXT. DAYTON TRAIN DEPOT - DAY
Murphy addresses Angry PASSENGERS who wave their tickets.
MURPHY
Folks, calm down! We’re trying to
locate the train. Please be calm.
Fuller races back to the depot. Spots Henderson and Cain.
Ice chips to their heads. They rise as he bolts for them.
FULLER
Did we telegraph ahead yet?
CAIN
Can’t. They cut the wires.
Murphy plops off the platform and joins the group.
MURPHY
We’ve talked to the passengers, and
the manager’s seeing the town doc-
Fuller turns to the horizon. Considers their next move.
FULLER
We gotta get word ahead.
CAIN
They were just bandits. Probably
ditch the train a mile yonder.
MURPHY
You saw them?
21.
CAIN
Came out nowhere. Dry-gulched us.
HENDERSON
Are we sure it wasn’t deserters?
CAIN
From the camp here? No, they knew
what they were doing. Uncoupled the
cars. Loaded the wood. It was fast-
HENDERSON
Then what did they want? Not like
there’s gold bullion on board. Just
luggage and mail...and luggage.
SOLDIER (O.C.)
What’s going on here?
Two YOUNG UNION SOLDIERS approach. Rifles at the ready.
MURPHY
The General was stolen. I’m the A&R
Foreman and this is Will Fuller.
Murphy produces his papers.
FULLER
Moon Station has a telegraph.
CAIN
Five miles away, sir.
SOLDIER
Nobody acts until we report in. We
have a chain of command here. Let’s
move this talk to camp.
FULLER
She’s my train. I’m going for her.
Fuller spots Fannie on the platform. Waves her over.
AUNT FANNIE
Will! What’s going on?
FULLER
Fannie! The children are in that
luggage car. See to them for me.
He points to the green luggage car. Fannie hustles off-
SOLDIER
Now nobody’s going nowhere.
Fuller turns. Shares a moment of resolve with Murphy.
Then he puts up his hands. And steps back.
22.
SOLDIER (CONT’D)
Sir! Stop right there!
But he’s committed. Another step, and another-
They raise their rifles. But Fuller spins-
And sprints down the tracks. They watch in shock.
SOLDIER (CONT’D)
Halt! Halt there!
Cain and Henderson exchange a look, knowing what they
must do. They take a step back. And run after Fuller.
Guns track them. Incredulous, the Soldiers turn to-
Murphy, who straightens his vest-
MURPHY
Good day, gentlemen.
And with a smile, takes off-
Suddenly, Fannie waddles back to the track. Waves wildly.
FANNIE
Wait! Will! Wait. They aren’t
there! Where are the children?!
EXT. LOCOMOTIVE - THE GENERAL - DAY
Bear scans the countryside. Fingers a concealed shotgun.
Faith and Billy squirm on a bench. Tied with ropes. Stare
across at their captor, Toothless Jim. Mesmerized by-
His arsenal of weapons: Lemat pistols on each hip. A colt
double barrel across his chest. A derringer in his boot.
BILLY
You ever kill anyone?
Jim puffs on his cigar stub. Dons his yellowed grin.
TOOTHLESS JIM
Just children.
They GULP and share a concerned look. Glance over to-
The pow-wow of spies, who study a map across a crate.
Red Irish pokes his head through the railcar door, grease
and grime covering his face and hands. Andrews notices.
23.
RED IRISH
Something’s funny. We’re at the
engine at full speed but she’s
laggin’ a bit.
ANDREWS
That doesn’t sound funny.
KNIGHT
We need to keep our scheduled stops
or we’re gonna raise suspicions.
ANDREWS
Relax. I chose the General because
it’s the pride of the A&R fleet.
RED IRISH
Well she ain’t right. I’m thinking
the injector or the superheater.
ANDREWS
Is this something we can fix?
Andrews snatches a PEACH from a crop sack. Chomps away.
BILLY (O.C.)
I want a peach.
The men turn and glare at the children.
ANDREWS
Please, no interruptions. Well-
RED IRISH
Show me some tools and I’ll try.
FAITH
Please mister, we haven’t eaten a
thing all day. We’re famished.
ANDREWS
You should have gone to breakfast.
Both children leap up and PLEA with desperation.
FAITH AND BILLY
But we’re so hungry! We were
supposed to have breakfast...with
Aunt Fannie in Dayton...but because
we got stuck on the train...yeah,
and now we’re prisoners...I think
my tummy’s going to explode!
ANDREWS
Enough!
Andrews tosses his peach. Billy catches it. Examines it-
24.
BILLY
This one’s got cooties.
And drops it to the ground. Beelines for the sack-
TOOTHLESS JIM
I said get back.
Toothless Jim cuts him off. But Andrews waves him away.
ANDREWS
It’s fine.
Billy smiles and darts around Toothless Jim. Rummages
through the sack. Plucks two peaches then-
‘Accidentally’ drops them. Close to a sewing basket. He
reaches down and pops back up with a mouth full of peach.
BILLY
(mouth full)
Thank you.
Andrews dismisses the incident. Returns to his men.
ANDREWS
Don’t fret. We’re approaching a
depot. I’ll get you your tools.
Billy slides back into his seat. Gives Faith her peach.
She looks down, and there, cupped in his open hands-
A pair of scissors.
EXT. MOON STATION DEPOT - DAY
A WATER TOWER casts a shadow over the empty one-structure
station. The General pulls up. SCREECHES to a halt.
The Raiders (the Confederate spies’ group name) dash from
the train and secure the unkempt platform.
The Irish Brothers shimmy up a telegraph pole and cut the
wires. Others break into the office. Wreck the telegraph.
Andrews flings open an engineer’s tool shed. Searches.
Toothless Jim hovers in the car doorway. Faith and Billy
exchange a look. A nod. Ready to act. Then-
BILLY
Hey mister! I need an outhouse.
Jim stares him down. The kid pee-squirms. Then finally-
25.
EXT. FRONT PASSENGER CAR - THE GENERAL - DAY

Jim hoists Billy out of the car. Drops him at a bush.
TOOTHLESS JIM
There you go.
Billy raises his tied hands. Jim shrugs. Billy accepts
it. Starts away from the car, deeper into the brush.
BILLY
No watchin’.
TOOTHLESS JIM
Stop. Right there’s good.
Billy continues to move further away.
BILLY
I need some privacy. Come on.
Jim marches over and grabs Billy by the shirt.
TOOTHLESS JIM
I said that’s enough!
BILLY
What are you yelling at me for?
She’s the one getting away!
Billy points at Faith, who dashes alongside the train,
towards the rear, with her hands free of ropes.
TOOTHLESS JIM
She’s getting away! Stop her!
Jim throws Billy back on the train, secures his rope to
the bench, and then bolts after Faith. Billy grins-
Then leans under the bench. Extracts the scissors.
FAITH
Powers down the side of the train. Jim CACKLES after her.
She weaves between cars. Raiders block her at every turn.
Faith jets for the depot. Knight pursues her, but just in
time, she dives under the platform deck-
KNIGHT
Go on! Get her!
The Irish Brothers slither after her. Faith scurries past
spider webs and critters. Escapes through the muddy maze.
BLACK IRISH
She’s a wee groundhog!
26.
Bear approaches the platform deck and begins ripping

planks from the frame. Knight skirts onto the platform-
And reaches into the recesses, swiping at her. Faith
ducks away, turning right into the Irish Brothers-
RED IRISH
Gotcha lass.
And she hops up through a loose plank, back onto the
platform. Glances at the water tower, then-
FAITH
Leave me alone!
Dashes across the platform. Ascends a large pile of cut
tree trunks, making her way up towards the water tower.
Specs follows. Lunges for her. She reaches the peak, but-
The sudden movement causes the pyramid of trunks to
tumble, rolling out from under them. Faith leaps-
Latching onto the rail of the water tower, as the trunks
consume Specs below. She pulls herself up-
And shimmies along the thin ledge. Eyes the depot roof, a
jump away. Beyond, the General lies on the opposite side.
TOOTHLESS JIM
She’s up in the tower!
With tremendous strength, Knight climbs up the release
chain. Water GUSHES to the ground as he reaches the ledge-
And comes face to face with Faith. He reaches for her-
KNIGHT
Where do you think you’re going?
Faith flails and grabs a plank, which pulls loose-
A stream of water sprays Knight in the face. He jerks
back and tumbles down hard to the gravel below.
Faith recovers. Then leaps. And lands on the depot roof.
SPECS
She’s on the roof!
Faith races across towards the General. Toothless Jim and
Specs climb up the depot rooftop. Close in on her.
TOOTHLESS JIM
Playtime’s over.
They inch towards her. Cornered like an animal. Then-
27.
A TRAIN WHISTLE
Confusion. Everyone turns.
The General rolls from the depot. Steam puffs away.
ANDREWS
Jets from the shed with a tool box under his arm. Shocked
to see the departing train.
INSIDE THE LOCOMOTIVE
Billy smiles as he stokes the fire. Pulls a lever.
BACK ON THE ROOF
Shocked, the Raiders return to Faith. Move towards her-
She backs up to the edge of the roof. Flails backwards-
Right off the roof, falling towards the ground-
She latches onto a rope hanging from a LOADING ARM, and
swings across to the departing General-
Lands onto a car roof. Looks up. Amazed she made it.
KNIGHT
They’re getting away!
The Raiders leap off the roof and sprint down the tracks.
Andrews assesses the situation. His glance carries up to
a nearby hill alongside the tracks.
He snatches up a spooled rope and dashes off-
The General accelerates. But the Raiders runs hard. With
sheer determination, they latch onto the final car-
INT./EXT. LAST PASSENGER CAR - THE GENERAL - DAY
The Raiders march through the aisle. Swing open the door-
Faith holds the coupler pin in the other doorway. Their
car eases back, detached from the train. Faith waves and-
Ducks back inside.
INT. THE LOCOMOTIVE - THE GENERAL - DAY
Faith climbs into the locomotive. Hugs her brother as the
train rounds the corner. Picks up speed.
FAITH
We did it! We got away!
28.
EXT. HILLSIDE - DAY

Andrews reaches the summit. Peers down at the approaching
train. He readies his rope and slides off the edge-
He skids down the hillside with fancy footwork. A fifteen
foot drop awaits him at the bottom.
As he flies towards the train, he raises his rope, swings
it in lasso fashion, and right before he hits the drop-
He lassos the smokestack and swings from the hillside-
Landing inside the locomotive. The kids turn. Startled.
BILLY
How’d you learn to lasso like that?
ANDREWS
Stealing cattle in Cheyenne. Now-
Andrews pulls the brake, and as the train lurches to a
stop, he grabs the kids before they can escape.
ANDREWS (CONT’D)
-we have a schedule to keep.
BILLY
Let go of me, you...jerk!
Billy lines up and connects a foot with Andrews’ crotch.
Andrews winces and drops Billy, who darts from the cabin-
EXT. THE GENERAL - DAY
And right into the approaching Raiders. Andrews sweeps in
behind him, Faith still in hand, and scoops him up.
ANDREWS
Little man, we don’t kick other men
below the gun belt. It’s not civil.
Billy kicks him in the groin again. Andrews pauses in
pain. But holds tight on the kids.
Knight stalks towards them. Furious. Andrews blocks him.
KNIGHT
Enough! They are a liability.
Andrews pauses. Caught between Knight’s determination and
the scared looks on the children’s face. Then - an idea.
ANDREWS
They don’t have to be.
29.
Andrews spins to the kids. Ready to strike a deal-

ANDREWS (CONT’D)
Now listen children. Clearly you
know your way around a train. You
could be helpful. How would you
like to join our finely assembled
unit and be Raiders?
BILLY
Confederate spies! You’re bad guys!
KNIGHT
Andrews-
ANDREWS
We’re not bad guys-
FAITH
You stole a train. You kidnapped us-
ANDREWS
We’re the good guys, not like those
war-hungry Northerners who just
want to keep fighting. No, our
mission is to end this war.
BILLY
Yeah right. End the war? How you
gonna do that?
ANDREWS
We’re gonna blow up the Green River
Bridge. When the Union troops don’t
reach General Grant in time, he’ll
surrender, Tennessee will fall, and
the Union will negotiate.
KNIGHT
Great, what if they blab now?
ANDREWS
They won’t blab. Because they want
to help us.
FAITH
Yeah? Why do we wanna do that?
ANDREWS
Oh, that’s the best part of all-
Andrews leans in, selling the moment to the children-
ANDREWS (CONT’D)
War ends. Men return from battle.
Families reunite. And you don’t get
sent away. You go home sweet home.
30.
Faith and Billy turn white. In complete shock.

ANDREWS (CONT’D)
Oh, that’s right. I know all about
it. You see, you mentioned earlier
that you were meeting your Aunt
Fannie in town, and since you
arrived in such a volatile staging
area of war, one can assume this is
not a vacation. Clearly, you are
being sent away to live with
relatives during the fighting.
He smiles as he completes his assessment. They’re amazed.
ANDREWS (CONT’D)
A common practice really. War tears
families apart. Terrible. But it
doesn’t have to be...
Faith and Billy light up. Could it be true?
ANDREWS (CONT’D)
Think about it. You could be back
in your beds tomorrow. Your uncles,
your brothers, your dear old pa,
all safely under one roof. One big
happy family. No war to worry
about. What do you say? Help us
out, be Raiders, and save the day?
Andrews shoots out a hand. Awaits their decision. Billy
pulls Faith aside for private huddle.
BILLY
Maybe we can still escape. Maybe we
can get out again and get back home-
FAITH
What home? Aunt Fannie’s home?
Boarding school home? You’ve got
morning exercise and study hall and
I’ve got tea parties and choir. We
don’t have a home anymore. We don’t
get to be together anymore. Unless-
They turn back to the Raiders. This is their way out.
Billy processes their choice. They share another look and-
BILLY
Deal.
Billy spits on his hand and shakes. Faith follows suit.
Andrews half-smiles. Then wipes his hand.
31.
EXT. TRACKS - DAY

The day warms up. Fuller runs along the tracks. A steady
pace. Beads of sweat ride his forehead. Still focused.
Behind him: Murphy and Henderson push forward. And in the
rear, an over-exerted Cain wipes his brow.
EXT. COUNTRYSIDE - DAY
Picturesque Kentucky. Morning dew melts off. A peaceful
herd of DEER graze. And the only hint of mankind-
The single railroad track runs through the miles of lush
rolling fields, towards a majestic range of mountains.
Suddenly, the herd freezes, sensing something-
And in a flash, they bolt away in a consolidated pack.
The General appears and barrels along.
INT. LOCOMOTIVE - THE GENERAL - NIGHT
The Irish Brothers calibrate the injector with the newly
acquired tools. The train picks up speed. Powers ahead.
Andrews leans out the window and inhales the air.
ANDREWS
Ah Kentucky! Home sweet home!
Knight surveys the horizon. Andrews reclines back.
ANDREWS (CONT’D)
Looks like we’re right on track.
KNIGHT
This mission won’t end the war, you
know? We’ll get Tennessee, but we
still gotta drive to New York. You
lied to those children.
ANDREWS
A means to an end. They’re not
bothering us now, are they?
BILLY (O.C.)
Tally-ho!
Andrews and Knight turn to see-
The kids crawling over the tender’s uneven chopped wood.
KNIGHT
Get back from here! It’s dangerous!
32.
FAITH
We’ve been plenty of times!
As they arrive, the Raiders notice their new outfits:
Hats. Parkas. Red handkerchiefs around their necks.
Assembled to imitate the rough-and-tumble Raiders.
BILLY=
Like the getup?
Faith uses Knight as a stepladder. Plop inside.
FAITH
Let’s get this fire hot as hell!
Billy tosses her a log, then surveys the countryside.
BILLY
I’ll look out. I could use a gun.
Can I get a gun? Anyone gotta gun?
Faith tosses a log to Knight, who unexpectedly catches it-
FAITH
Come on, sleepy, hop to it!
Knight tosses it back to the tender. A fed-up glare.
ANDREWS
They’re harmless.
Andrews spots their next stop-
A mile out, down the ridge: An Iron Foundry pressed into
the hillside. MINERS work the industrial facility.
ANDREWS (CONT’D)
Iron Foundry.
BILLY
Signalling for arrival!
Billy reaches for the whistle-
Knight’s hand darts out and catches him just in time.
He glares at Andrews, then points to the YONAH, a small
military transport train, stopped at under the Foundry.
KNIGHT
We got company.
EXT. ELEVATED RIDGE - DAY
The tracks take a steep grade down a wooded ridge where-
33.
The General idles with a bird’s eye view of the Iron

Foundry below. Several mining shafts dot the landscape.
Andrews stands on the tender. Spyglass in hand. Next to
him, Faith and Billy feign spyglasses as well.
BILLY
What are we looking at?
ANDREWS
Dynamite.
SPYGLASS POV: Searches the Iron Foundry below. Settles
and zeroes in on CRATES OF DYNAMITE. Then--
SCAN WIDE TO: Fifty ARMED UNION SOLDIERS load up the
Yonah, with two large CANNONS mounted on a flat car.
Then BLACK as--
Andrews folds up the spyglass. A conflicted frown.
BILLY
Cool. We gonna steal it? Cause if
so, I’ll need a gun.
TRACKS BEHIND THE GENERAL
At the base of the incline, the Raiders pry the rails
loose with crowbars and drag them aside.
TOOTHLESS JIM
Anybody tries to pursue us down
this grade, gonna find a surprise.
Specs surveys the foundry. Fastens a scope to his rifle.
SPECS
Why this plan? Why not bring a
suitcase of dynamite with us?
TOOTHLESS JIM
Don’t know where you came from, but
I got no interest in lugging a case
of TNT through Union checkpoints.
SPECS
Well, I would’ve and I came all the
way from the great state of Texas.
KNIGHT
Enough! The orders are to get it
here and we stick to the plan.
ANDREWS (O.C.)
Change of plan.
34.
Andrews returns. Kids in tow.

ANDREWS (CONT’D)
Load up. All aboard! Choo choo.
INT. LOCOMOTIVE - THE GENERAL
Andrews boards and waves the Irish Brothers to prep the
train. The kids enter behind. Toss logs in the furnace.
BILLY
Come on! Less dally, more rally!
Knight stomps up. The Raiders flank him. Growing concern.
KNIGHT
The dynamite is at the foundry.
ANDREWS
Fooling immigrant miners is a
different situation than stealing
it out from under the watchful eye
of Union soldiers with guns.
Andrews reaches for the throttle. Knight stops him. A
glare between the two of them. Rising tension.
KNIGHT
We’re soldiers with guns.
ANDREWS
We’ll get dynamite somewhere else.
KNIGHT
We should take it here. By force.
Faith wrenches Billy close. They share a look.
FAITH
Uh, excuse me, gentlemen-?
ANDREWS
That’s hardly the way to maintain a
covert mission, Mr. Knight.
KNIGHT
It’s still covert if there’s nobody
left to talk about it.
ANDREWS
There’s seven of us. Fifty of them.
KNIGHT
I’m starting to think you’re not
cut out to lead this operation.
35.
FAITH
Ok, I’m sure we can get dynamite
somehow, if we just-
ANDREWS
You want a reason? How about this?
Andrews pulls the LETTERS OF TRANSIT from his coat.
Scrawled permission on a yellowed parchment, stamped with
the Seal of the Union. A grand signature below: Lincoln.
ANDREWS (CONT’D)
Letters of Transit, signed by
Lincoln himself, allowing the
bearer and those in his company
safe passage across the border.
Need I remind you that after we
complete the mission, we’re still
behind enemy lines. And that’s why
I’m ‘cut out’. Because I take care
of things like this.
Andrews returns them to his pocket. Accentuating his
dominance. Knight glares. Showdown. Faith intervenes-
FAITH
Gentleman, let’s just talk this out
here. What about the dynamite?
Knight glowers at Andrews. Waits for the answer.
ANDREWS
An excellent question! And here’s
the answer. We’ll get it at...
BILLY
Louisville!
They spin. Look at Billy.
BILLY (CONT’D)
You can get it in Louisville.
FAITH
Billy’s right! There’s a supply
store right at the station.
ANDREWS
As I was about to say, the
commercial artery of Louisville.
KNIGHT
You better be right.
Jaw-clenched, Knight releases his grip. Then storms away
over the tender. Andrews smiles and cranks the throttle.
36.
BILLY
Did I help? Can I have a gun now?
ANDREWS
Sorry, lad, but Louisville was on
the tip of my tongue.
EXT. MOON STATION DEPOT - DAY
Fuller sprints down the rails and finally reaches-
The ransacked depot. Spraying water. Platform boards
wrecked. The abandoned train car sits on the tracks.
The others arrive. Survey the aftermath.
CAIN
What in tarnation happened here?
Wasting no time, Fuller rushes the office. Finds the
telegraph smashed. Henderson spies the cut wires.
HENDERSON
They’ve cut the wires here too.
Crafty critters. Odd for bandits.
CAIN
Time to hang up the fiddle, right?
Fuller ignores him. Scans the area. Needs a miracle...
His eyes land on a RUSTY RAILROAD PUMPCAR, embedded in
overgrown brush, just a few yards from the tracks.
He rushes over. Clears the foliage. Tugs at the pumpcar.
FULLER
Help me get it onto the tracks!
It doesn’t budge. The others exchange skeptical looks.
CAIN
Sir, that weighs...a ton.
HENDERSON
We won’t catch the General in that.
FULLER
We don’t need to catch it, man! We
just need to get to a telegraph and
send word ahead to stop it.
Fuller struggles again. Nothing.
HENDERSON
Sir, let’s go back. It’s a military
issue now anyway.
37.
MURPHY
Military issue? It’s an A&R train!
CAIN
It’s been commissioned by the army.
Murphy looks quizzical. Cain pauses, unsure...
CAIN (CONT’D)
Fuller enlisted our services for
transport duty. Didn’t you know?
Murphy gives Fuller an inquisitive look. No response.
MURPHY
That’s curious.
FULLER
Your office was notified.
MURPHY
I mean, enlistment is very out of
character for you, Will.
Fuller GRUNTS at the inquiry and lifts with all his might-
No movement...but the pumpcar emits a slight GROAN. Hope!
Murphy rolls up his sleeves. And joins Fuller. They lift-
The pumpcar quivers.
Cain and Henderson grow inspired. Join in. All together-
FULLER
One. Two. Three. Lift!
MORE GRUNTS. Bulging veins. Bared teeth.
The wheels elevate off the ground. Movement. Then-
CLINK!
The wheels lock onto the rails. The men leap aboard. Cain
plops onto the car’s edge. Reaches for his hanky.
As the pumpcar pulls away, he tumbles to the ground-
Then races after it. Catches up. They pull him aboard.
Fuller pumps with renewed vigor. A thousand yard stare.
EXT. TRACKS - DAY
The General slows. Not far ahead lies the signs of major
industry and development: the city of Louisville.
38.
EXT. LOUISVILLE STATION - DAY

MUSIC of a BANJO floats above the din. A packed platform.
The promise of danger. Seedy CHARACTERS gather their
things for the approaching train. A fist fight erupts.
The General blasts steam as it comes to a complete stop.
Andrews swings out to address the throng.
ANDREWS
Ladies and gentleman, it is my
sincerest regret to inform you that
our train is not able to take your
passage at this time. Another train
will be along very shortly.
He winks at the kids as a disappointed MURMUR moves
through the crowd. The Raiders block attempts to board-
While Knight and Jim beeline for the nearby SUPPLY STORE.
ANDREWS (CONT’D)
Please hold on to your tickets, and
we do apologize for the delay.
Andrews spots a doughy station manager, NATE CUSHMAN,
40s, storming towards him.
ANDREWS (CONT’D)
Uh-oh.
FAITH
Go on. We can handle these folks.
Andrews swings off the train, and watches as Faith and
Billy command the rough crowd. Poke pushy passengers.
BILLY
Hey there! You heard the man! Back
it up or I’ll tan your hides good.
FAITH
Who are you looking at, mister?
Pleased with their tactics, Andrews intercepts Cushman.
ANDREWS
(adopts a Boston accent)
Just the man I’m looking for! You
must be the station manager!
CUSHMAN
I am. Where’s Fuller? Who are you?
And why you stopping my passengers?
39.
ANDREWS
It’s a matter of utmost security.
Are you a man of the Union?
CUSHMAN
I am loyal to our country’s cause.
ANDREWS
One never knows these days. I’m
Thaddius Sherman, and I have-
CUSHMAN
Sherman? As in General-?
ANDREWS
Sherman, yes, he’s my brother.
CUSHMAN
Your brother-?
ANDREWS
My brother’s cousin. And I have
orders from him-
Andrews produces the Letters of Transit. Whips them
around so they can’t be read. Returns them to his coat.
ANDREWS (CONT’D)
-which give me authority over the
General to carry munitions to
Shiloh for the pending standoff.
CUSHMAN
Fuller would never authorize his
train for military use.
ANDREWS
My man, it was his idea! Unhooked
the cars and sent us on our way.
CUSHMAN
I see. What’s the story with the
ragtag crew? And the two kids?
ANDREWS
Volunteers, last minute additions,
you know. And the kids...well...
Faith steps to Andrews’ side. Yanks Billy with her.
FAITH
We’re his children, right pa?
ANDREWS
Mama’s a tad under the weather.
Billy falls into the act, nestles up to Andrews.
40.
CUSHMAN
Oh. What’s she got?
Andrews gazes off at Knight and Jim, who ARGUE with the
SUPPLY STORE OWNER. Looks bleak. They’re striking out.
BILLY
Black plague.
Cushman cocks an eyebrow. Andrews CLEARS his throat.
ANDREWS
Perhaps I should speak to someone
else here. General Sherman hates
fair-weather loyalty. And as we
dally, the Confederacy marches on.
CUSHMAN
Sir, you won’t find a more loyal
man than I-
ANDREWS
Thank you, sir. Most appreciative.
Andrews shakes his hand with vigor. Starts away-
CUSHMAN
But I’ll need to confirm this-
ANDREWS
What a great idea! Telegraph Dayton
and don’t let up until you get
through. Victory depends on it!
Andrews spins him around. Pushes him to his office. Then
leads the kids back to the locomotive.
ANDREWS (CONT’D)
Nice work.
FAITH
Runs in the family.
Andrews checks his pocket watch. Knight and Jim return.
ANDREWS
We’re clear. Where’s our dynamite?
TOOTHLESS JIM
Gone! Whole town is plum dry.
ANDREWS
That’s impossible.
KNIGHT
Confederacy stopped all the supply
lines. Hasn’t been a cargo train
through here in a week.
41.
ANDREWS
Very well. Buying dynamite might
have seemed suspicious anyway.
KNIGHT
You fouled this up! We should have
gotten the sticks at the foundry.
Now I say we go back and get it.
ANDREWS
We’ll never get through Louisville
again. We can’t go back.
KNIGHT
How do you expect to blow up a
bridge without dynamite?
CUSHMAN (O.C.)
Well, Mr. Sherman-
Andrews spins to Cushman. His back to Knight, who fumes.
CUSHMAN (CONT’D)
There’s no word at Dayton. But as I
am loyal to the Union, I’m going to
wave you through. God speed.
KNIGHT
No word? Maybe we should head back
that way. Check it out.
Andrews answers Cushman, but stares at Knight for effect.
ANDREWS
No, something may have gone wrong.
Best we stay put until we learn
more. We’ll head to town. Check it
out. We have liaisons everywhere.
CUSHMAN
We’ll take good care of the General
in the meanwhile.
ANDREWS
My good man, the Union owes you a
debt of gratitude.
Cushman extends his hand, but Andrews pushes him away
again. Then heads off. Knight follows. Incredulous.
KNIGHT
You looney! You’re locking us
down in enemy territory!
The kids look to Andrews. Just as concerned. He grins.
42.
ANDREWS
If this is Louisville, then I know
where we can get dynamite.
INT. CITY OF LOUISVILLE - DAY
The dusty thoroughfare pulses with fervor and excitement.
A no man’s land of beggars, smugglers, and cutthroats.
The Raiders lead the kids past a Preacher’s SERMON.
Andrews eyes the crowd. Movement in every shadow.
Suspicious glances from every observer. He double-takes-
A WANTED poster of JAMES ANDREWS lies nailed onto a post.
A crude drawing. An $1,000 reward.
A TOWN SHERIFF hovers outside his jail. Surveys the
Raiders. Curious. Andrews nods casually to Knight.
The Raiders spread out. But the Sheriff holds on Andrews.
With a false CHUCKLE, Andrews pulls the kids to his side,
and hugs them tight. The kids look confused, but-
The Sheriff seems to buy it. Loses interest. Looks away.
Andrews finds a two-story structure. Sign: ‘JOSEPHINE’S’.
He climbs the steps. Knocks thrice. Pumps his eyebrows at
the Raiders, as they gather behind him.
KNIGHT
This some joke? I’m not interested
in female attention right now.
Faith and Billy exchange surprised looks to each other.
MUTED MUSIC becomes an upbeat honky-tonk piano tune as
the door’s eye slot slides open-
A pair of SEXY EYES, buried under heavy black eyeliner.
Andrews gives a devilish grin. Waves a single finger.
The eyes narrow. Recognition brings the squint of anger.
The door swings open-
ANDREWS
Darling-
A fist flies out. Connects square with Andrew’s jaw.
He tumbles down the steps into the dirt. Stares up-
43.
MADAME JOSEPHINE DE ROUX. 30s. Fishnets. Corset and

cleavage. Hands on her hips. Sexy, sassy, and in charge!
JOSEPHINE
You got a lot of nerve, James.
ANDREWS
What? I’m back. As promised.
JOSEPHINE
It’s been a year.
He pulls himself up. Checks his pocket watch.
ANDREWS
Really? A year? You sure?
JOSEPHINE
You left me at the station.
ANDREWS
I have a train now. Lovely. Help us
out, and then we’ll take a ride-
JOSEPHINE
Help you?! That’s a laugh-
She closes the door. Andrews intercepts with his foot.
JOSEPHINE (CONT’D)
You wanna lose that?
ANDREWS
You wouldn’t-
Josephine slams the door on his foot. CRUNCH. He SCREAMS.
JOSEPHINE
Leave!
Andrews recovers. Nestles up close. Turns on the charm.
ANDREWS
Joey, pumpkin. Let me in. It’s me.
JOSEPHINE
Don’t even try.
KNIGHT
Can we move this inside, please?
ANDREWS
Dumpling. Lovebug. Cinnamon bun!
The ice melts a bit. Josephine SIGHS.
44.
JOSEPHINE
Five minutes. And whatever trouble
you’re in, I want no part of it.
Still guarded, she opens the door and disappears inside.
Faith and Billy run up, the first two through the door-
Until Andrews snatches them back by the collars.
FAITH
Hey! We wanna go inside.
The Raiders parade past them into the boisterous theater.
ANDREWS
We may have been spotted in town,
which is why I need you to keep
watch out here. Only you two will
truly blend in with the crowd as
the most unlikely of spies.
The kids pauses. Then nod. That does make sense.
BILLY
I’ll need a gun.
Andrews pulls out a silver dollar and tosses it to Bear.
ANDREWS
Get him squared away.
INT. JOSEPHINE’S - DAY
Through the noisy menagerie of male patrons, costumed
SHOWGIRLS strut their stuff. Most attention focuses on-
A talented SHOWGIRL on stage. A grizzled PIANOMAN TICKLES
the keys. RUSTY THE BARKEEP mans the well.
Josephine sways through the tables. Leads the Raiders.
JOSEPHINE
Rusty. A round.
KNIGHT
We’re not drinking.
She stops at a corner booth. They slip in one by one.
JOSEPHINE
Well I am. You got til I’m done.
Josephine whips a curtain closed for some privacy.
45.
EXT. LOUISVILLE BAZAAR - DAY

A marketplace full of vendors, oddities, and attractions.
Bear turns around from a hobbies booth and hands Billy-
A SLINGSHOT.
BILLY
This isn’t a gun. It’s a slingshot.
Bear shrugs and lumbers back across the street. Billy
turns to his sister in complete dismay.
BILLY (CONT’D)
He expects me to fight with this?
But Faith finds herself studying the crowd as-
A regular CITIZEN approaches the Sheriff and displays the
Andrews wanted poster. Then points right over to-
Josephine’s. Faith perks up. Grabs Billy. Indicates-
The Sheriff summons his TWO DEPUTIES and they slip inside
the office. The windows shut.
FAITH
That’s bad news.
They run up to Bear, who loiters at the theater alleyway.
BILLY
The Sheriff is coming for the boys.
We gotta go inside and warn them.
Bear just looks down with a doubtful gaze.
FAITH
Don’t look at us like that. We saw
something. Promise!
BILLY
Yeah! This ain’t like before.
But he won’t hear it. Faith spots an open balcony window-
FAITH
At least let us take another look.
As he debates, she climbs a crate and leaps onto his
shoulders. Before he can act, Billy hoists up as well.
Bear half-struggles, but the kids reach for the balcony
and fling themselves up and over. He spins, shocked-
They stare down at him.
46.
FAITH (CONT’D)
We’ll lookout up here. Cover us.
Bear snaps at them to come down. But the kids disappear.
His view obstructed as they head into the theater.
INT. JOSEPHINE’S - DAY
Faith and Billy survey a sea of showgirls and patrons
from the top of the staircase. No sign of the Raiders.
FAITH
Let’s split up.
CORNER BOOTH
A busty Barmaid delivers shots to the table. Josephine
glares across at Andrews and the Raiders. Dismissive.
JOSEPHINE
Talk.
ANDREWS
Things have changed for me, Joey.
I’m on a mission for the Army now.
JOSEPHINE
Oh yeah? Which side?
ANDREWS
The right side. I heard Lincoln
speak about healing this country.
Every man created equal. Four score
and seven years ago. I’m inspired!
JOSEPHINE
Oh, I’m inspired.
ANDREWS
We need your help. For Union.
JOSEPHINE
You all are Union soldiers?
KNIGHT
Close enough.
JOSEPHINE
And they put him in charge?
KNIGHT
Look, we require dynamite. Town’s
dry. Can you scare some up or not?
JOSEPHINE
(to Andrews)
No.
47.
She rises. Andrews lashes her back to the table.

ANDREWS
Jo, you know this town inside and
out. If it’s here, you’ll know
about it. You gotta help us out!
JOSEPHINE
Gimme one reason why I should?
FAITH
Cases the crowd. Moves through tables. Searches.
FAITH
Excuse me. I’m looking for someone.
Can anyone help me find...my pa?
A LOUD NOISE startles her. She spins. Looks up. Wide-eyed-
A SHOWGIRL shimmies on a table. Winks at Faith, who
stares up in awe of her confidence and sensuality.
BILLY
Grabs a vacant bar stool. Bangs the wood. Rusty turns-
BILLY
Howdy! I’m looking for somebody-
RUSTY
Drink up or get lost.
BILLY
Ok. Whiskey. Straight and tall.
The bartender glares again. Pours a drink. Slams it down.
THE BARTENDER
One sarsaparilla.
Billy frowns. Then sips. Gets a foam mustache.
BILLY
Seen a guy yay tall? Thin mustache-
NASTY NED (O.C.)
You’re in my stool.
Billy pivots to face a despicable outlaw, NASTY NED
CARTWRIGHT, 30s, scarred face and crazy eyes.
Billy swallows his shock, narrows his gaze, and gravels
his voice. A Clint Eastwood vocal showdown.
BILLY
I don’t see your name on it.
48.
Ned points. Carved in the wood, ‘Nasty Ned Cartwright’.

NASTY NED
It’s right there. Ned Cartwright.
As in Nasty Ned Cartwright of the
Louisville Lunatics.
Billy eyes the LOUISVILLE LUNATICS, Ned’s five deadly-
looking, unhinged partners who gather behind him.
BILLY
Well, I’m sittin’ here now.
He turns back to the bartender. Ned swings him around.
NASTY NED
And who the hell are you?
Billy jumps up on the stool. Looks him dead in the eye.
BILLY
I’m Billy...the kid.
NASTY NED
I never heard of you.
BILLY
That’s cause nobody lives long
enough to pass along my name.
NASTY NED
Then we got something in common.
BILLY
You looking for a fight, partner?
NASTY NED
You and what army?
ANDREWS
Stares across at Josephine. Struggles for an answer.
ANDREWS
It’s the right thing to do.
JOSEPHINE
Get out.
Josephine downs her shot. Departs the booth. Andrews
intercepts her. Nestles close to her. Out of earshot.
ANDREWS
Pumpkin, I have changed. I know you
don’t believe me, I don’t even
believe me, but I’m trying to be an
honest man. And every thing I’ve
done, I’ve done for you.
49.
Josephine pulls away. Andrews drags her back into his

arms. His charm drowns out the noise. A sudden intimacy.
ANDREWS (CONT’D)
I recall the things we talked about
those nights. Those late nights.
JOSEPHINE
Oh you do?
ANDREWS
Yes.
JOSEPHINE
What things?
ANDREWS
A little place in the country...
(her frown)
A theater in the city...
(a glower)
A couple boys running around-
Josephine pushes him away, a disgusted look on her face-
JOSEPHINE
Take your men and get out of here!
I never want to see you again!
She manages to break free and starts away-
Bumping into Nasty Ned, who hoists Billy mid-air. He
pushes Josephine aside and glares Andrews down.
NASTY NED
This belong to you?
Josephine glares at Andrews, wanting to know his answer.
But he shrugs, feigning complete ignorance, until-
BILLY
Tell this walking hog vomit to let
me go, Andrews.
ANDREWS
I can explain-
NASTY NED
Start by answering for this runt.
ANDREWS
(to Nasty Ned)
Of course. Over drinks. My treat.
Nasty Ned hands Billy to Andrews, who drags the kid aside-
ANDREWS (CONT’D)
I told you to wait outside.
50.
BILLY
But we were trying to warn you-
Billy points: the Sheriff and two Deputies at the bar.
Andrews indicates them to Knight with a nod. Trouble!
KNIGHT
Just play it cool.
But the Sheriff turns and spots Andrews. Eyes lock.
ANDREWS
Unfortunately, the jig is already
up. I’m a wanted man in this town-
He spins Nasty Ned and sucker punches him. The Lunatics
and the Raiders flinch in surprise, and the Sheriff and
Deputies swivel, as Ned CRASHES into a table.
KNIGHT
What the hell are you doing?
ANDREWS
Causing a ruckus. Get the lawmen.
Don’t let them leave.
Ned rises, grabs Andrews and lands a harsh punch-
The Raiders catch him as they stand. Then launch forward-
And attack the Lunatics. A BARROOM BRAWL erupts. Patrons
join in, fighting each other. The massive scene blocks
the Sheriff and his men’s clear path to the Raiders.
Dancers SCREAM and flee. Bodies fly about. Josephine
moves behind the bar. Faith pulls Billy under a table.
FAITH
What did you do?
Andrews sees Bear barrel through the front door-
ANDREWS
Bear! The Sheriff.
Bear spots the Sheriff and his Deputies, guns raised,
making their way for Andrews. With the moment’s notice-
The burly giant clothes-lines the Sheriff, who collapses
to the ground. Then Bear whacks away the Deputies’ guns.
They look around. Assess the chaos. They’re outmanned.
DEPUTY
We need help! Let’s skedaddle!
As Bear launches towards them, they turn tail and run-
51.
Bear’s large frame prevents his pursuit into the melee.

Ned drags Andrews into a headlock. LAUGHS away. Andrews
falls back into the bar, where Josephine BEATS on him.
JOSEPHINE
This is all your fault. You’re
gonna pay for this, James.
ANDREWS
Wait! Who’s side are you on?
Billy spots Andrews in trouble. He leaps on a table,
snatches a bar nut, loads his slingshot and fires at Ned.
The bar nut falls short. Billy curses.
Then hops over and whacks Ned with the slingshot.
BILLY
That all you got, you stinkin’
yella pile of rotten horse manure.
Ned looks up, growls, and tosses Andrews aside.
Billy takes Faith’s hand, and they weave through tables,
as Ned chases them through the FRACAS-
The Raiders execute well-trained blows, but Ned’s gang
fights dirty. Double-teams Knight. Another spits booze
into Specs’ eyes. A third swipes Jim with a knife.
Josephine grabs Andrews again. Continues to assail him.
JOSEPHINE
I hate you! I hate you!
But then Andrews spots the children in trouble and
notices a Deputy making his way towards the staircase.
ANDREWS
Pumpkin, hold that thought.
Andrews leaps onto the bar, races across, grabs onto a
chandelier, swings over the brawl-
And kicks the Deputy unconscious to the floor-
Landing between Ned and his chase of the two kids. Ned
GROWLS and whips Andrews into a booth. Pummels him.
Faith and Billy race back over. Watch the fight unfold-
FAITH
You got him Andrews.
52.
Amidst taking punches, Andrews spots the final darting

for the backstage exit. Andrews waves to the kids.
ANDREWS
Stop the Deputy.
The Deputy climbs on stage. No time to lose-
Faith spies scaffolding over his head. Several bundles of
production sandbags. The rope lies across the stage.
FAITH
Billy! The rope.
Wasting no time, Billy scurries under kicking legs, over
tables, around flying bodies, through the messy brawl-
And to the rope, where he lashes it loose just in time!
The bouquet of sandbags falls and floors the fleeing
Deputy in his tracks, rendering him unconscious, but-
The rope hoists Billy into the air at break-neck speed-
He catapults up and careens through the air, flailing-
BILLY
Ahhh!
As Nasty Ned hoists Andrews up for the final death blow-
Billy lands right on top of him and knocks him silly.
BILLY (CONT’D)
Guess you’ll remember the name
Billy the Kid now.
Andrews spots the debilitated lawmen. But suddenly the
brawl escalates. Andrews pulls the kids to safety as-
A Lunatic draws a gun. Knight wrestles. STRAY SHOT.
Another gun draws. A second SHOT. Bottles break. And with
that, all pistols draw. Aim. A dozen way Mexican standoff-
BOOM!
Everyone freezes. Josephine stands on the bar. Shotgun
pointed into the crowd. A ‘don’t mess with me’ look.
JOSEPHINE
I got enough buck in here to
plaster you all across my walls,
and I’ve been meaning to
redecorate, so don’t tempt me.
She indicates them to lower their weapons. They comply.
53.
Everybody out! Ned, take your boys.
The Lunatics help Ned up. He GROANS. As they stumble out,
along with the other Patrons, Bear piles the unconscious
lawmen up at his feet. Just the Raiders remain now.
ANDREWS
Some customers have no manners.
JOSEPHINE
You too, James. Start walkin’.
Thinking fast, he eyes the kids, and then turns back-
ANDREWS
Please, Jo, this is my last chance
to help these poor children.
JOSEPHINE
So they are with you? You better
start talking or so help me-
He pushes the shotgun aside. Motions her close. Whispers-
ANDREWS
I found them in the wilderness like
Hansel and Gretl. Their village was
attacked. No other survivors, those
Johnnie bastards! I’m delivering
them to their next of kin-
JOSEPHINE
Then go do it.
ANDREWS
I can’t go any further without
dynamite. I need it for the
mission. But I’m not the type to
just abandon two children in need.
He laments. Checks to see if she’s buying it. Her guard
drops. He turns to the children, ropes them in and-
ANDREWS (CONT’D)
I’m sorry children. This lady won’t
help. I can’t get you safely home.
Faith and Billy turn to her. Work their puppy dog eyes.
FAITH
Please lady, you gotta help us.
BILLY
Yeah, we just want to go home.
Please help us. Please, please...
Andrews sweeps in to close the sale-
54.
ANDREWS
It’s no use. I can’t see you safely
back until I finish my work, and I
have to find dynamite. Looks like
it’s over for all of us.
He pauses for effect. But it’s the kids who win her over.
FAITH
Billy can’t take much more.
Josephine melts. Looks at Andrews. Steps off of the bar.
JOSEPHINE
Railroad camp. A few miles up.
They’re blasting the mountains.
KNIGHT
You sure they got dynamite there?
JOSEPHINE
We do shows for them on occasion.
ANDREWS
What about an occasion today?
JOSEPHINE
Those men don’t turn down a good
time. I could round up the girls-
KNIGHT
Too many people involved already.
Knight glares at the children. They squirm. Uneasy.
JOSEPHINE
How you gonna have a show with no
girls? Who is gonna sing and dance?
All eyes turn to Faith. Her eyes grow with horror.
FAITH
What’s everyone eyeing me for?
EXT. ELEVATED RIDGE - DAY
Fuller and company work the pumpcar along a hillside.
Murphy wipes his brow, then gives Fuller a long look.
MURPHY
Reckon this mussies up your plan?
FULLER
What do you mean?
55.
MURPHY
You can’t transport troops for the
army without a train. And we all
know how much you wanted to enlist.
His sarcasm lands hard. Cain and Henderson turn. Fuller
buttons up and stares down the rails. Pumps harder.
FULLER
We all have to do our part.
The pumpcar lulls at the hill’s crest, then descends
downhill along the wooded ridge.
MURPHY
Come on, Will. You’ve never been
political. You’re not a military
man. Never mentioned enlisting.
The hillside whizzes by, and the tracks twist down-
Cain catches a brief glimpse of the sabotaged tracks
below. Then a screen of trees blocks his view.
FULLER
What are you driving at, sir?
Cain flinches in shock. Stops pumping. Questions himself-
MURPHY
It’s hard to raise children all
alone, but running from your
problems won’t solve anything.
Fuller glares daggers at him. The moment interrupted by-
CAIN
Mr. Fuller! Mr. Murphy! The tracks!
All heads turn to Cain, who points downward. They stare
as they round the corner. And wait. Finally-
The view clears and they see: the tracks in ruins!
The men stop pumping. The pumpcar blasts down at peak
inertia. They share looks. Frantic. Concerned.
MURPHY
How do we stop this thing?!
Fuller pushes him aside. Stomps the foot brake. Sparks
fly. Metal SCREECHES. But the pumpcar maintains speed.
CAIN
We gotta jump!
HENDERSON
We’re going too fast!
56.
They rush towards the menacing sabotaged tracks.

Fuller jams harder on the brakes. Again. And again.
The men fear the worst. Brace for impact-
FULLER
Hold tight!
The pumpcar hits the damaged tracks-
And flies into the air. Sails. And lands-
With a horrendous THUD. Hits the ground. And continues-
Down the bumpy, dry ravine, and towards the Iron Foundry.
Fallen trees and looming rocks rush towards them.
They lean right and left, steering the pumpcar away from
the dangerous obstacles. Branches smack their faces.
The pumpcar rockets ahead right towards the mountain-
HENDERSON
The mountain!
Fuller scans for solutions. Spots the nearby matrix of
mine shafts. As they pass an array of mining gear-
He swings out and snatches a pickaxe. Drives it into the
dirt behind the coasting pumpcar and uses it as a rudder-
Steering them right onto the rails with a CLINK and into-
INT. MINE SHAFT - DAY
The pumpcar gains speed as they pass surprised MINERS.
MINERS
Hey! Who are you? You can’t be in
here! Stop them! Get them!
Miners rush the pumpcar. Toss lanterns. Swing pick axes.
Throw rocks. Fuller and company deflect the attacks.
As the onslaught builds to a crescendo, the Miners
suddenly fall to the wayside. Cain looks back. Surprised!
CAIN
We lost them!
The pumpcar explodes into an undeveloped shaft. The group
duck hanging rafters. Careen around sharp curves-
SMASH through construction materials on the tracks.
57.
The ride builds, jumping small breaks in the tracks,

BARGING through more obstacles, until finally-
They reach a long flat surface. Going top speed-
CAIN (CONT’D)
Oh my goodness!
Up ahead, a DANGER: END OF THE LINE sign looms.
Murphy tries the futile handbrake. SPARKS fly. Fuller
drags the pickaxe along the wall. It breaks.
Panic sweeps over them as they brace for the worst-
The pumpcar EXPLODES through the sign’s wooden slates and-
EXT. IRON FOUNDRY - DAY
Bursts from the shaft, busting apart beneath their feet-
Fuller and his men sail through the air-
And crumble to the shrubs and rocks below. The car pieces
follow with a horrendous RINGING CRASH.
Then silence. And finally-
Fuller drags himself up from the brush. Inspects his body
for injury. Shakes off the terrible incident. He turns-
Henderson clutches his leg in pain.
HENDERSON
I think it’s broke.
Murphy, suit torn, and Cain, bloody scalp, pull their
injured bodies over and inspect Henderson’s leg, when-
CLICK!
They freeze. Hands rise into the air. They turn to find-
SIX UNION SOLDIERS with rifles on them.
INT. UPSTAIRS - JOSEPHINE’S - DAY
Bear drags the unconscious Sheriff and Deputies down the
hall. Deposits them into a bedroom. Locks the door.
EXT. ALLEY - JOSEPHINE’S - DAY
The Raiders, minus Bear, wheel a clunky piano up the ramp
and under the canvas cover of a large carriage. They push-
And the piano slips off the ramp and falls back down.
58.
KNIGHT
Damn it! We should have just gotten
the dynamite at the Foundry.
SPECS
We’ll get it here.
KNIGHT
But we shoulda got it there. This
Andrews character has fouled
everything up so far and we’re just
letting him run the show.
SPECS
What are you saying? He’s in charge-
KNIGHT
We have the train. We know where
the bridge is. Once we get this
dynamite, what do we need him for?
TOOTHLESS JIM
We’re deep in enemy territory. You
forget about that? He’s our way out-
KNIGHT
The letters are our way out. And
after this heist, all we need are-
ANDREWS (O.C.)
What’s taking so long?
The Raiders spin to see Andrews appear in the doorway.
KNIGHT
-the letters.
ANDREWS
Can we pick up the tempo?
(snickers)
Perhaps I should assist you here-
KNIGHT
We heard some rumors that there are
forgeries of transit letters going
around. Specs saw some coming
through Little Rock, didn’t you?
SPECS
Yeah. Shot the man dead on sight.
Knight pauses. Exchanges a look with the Raiders. Then-
KNIGHT
Why don’t you let Specs see the
Letters? Check their authenticity.
59.
Specs extends his hand. Andrews thumbs his coat. He

catches the looks amongst the men. Something’s up.
Andrews pulls the Letters of Transit, and without
unfolding them, waves them about for a quick glance.
ANDREWS
There. See? Perfectly authentic.
KNIGHT
What a relief! Perhaps Bear should
hold them for safe keeping then.
Knight signals to Bear, who appears behind Andrews.
ANDREWS
Fear not. They’re quite safe.
The Raiders exchange looks. Then Knight shrugs.
KNIGHT
Wonderful. Well then, get inside
the wagon. Help drag up the piano.
Knight indicates the piano end in the wagon. The Raiders
part. Making room for Andrews. But he senses the danger-
And he’s not falling for it. He checks his pocket watch-
ANDREWS
Best I look in on our talent.
Besides, how many soldiers does it
take to load a piano?
Andrews CHUCKLES. Ducks around Bear. Heads back inside.
Bear joins them. Knight exchanges a look amongst the six
Raiders. They’re with him. Together, they throw the piano
up the last bit and into the wagon.
KNIGHT
Only takes six.
INT. BACKSTAGE - JOSEPHINE’S - DAY
Dancers, costumes and vanities breed cattiness and chaos.
Past the hustle and bustle, in a calm corner nook-
Faith sits completely still as Josephine applies eye-
liner to her. Faces inches apart.
With a final brush stroke, Josephine swivels the chair-
JOSEPHINE
You look beautiful.
Faith stares into a mirror. Transformed. She’s stunned.
60.
Now let’s change you out of that
robe so I can do your hair.
She retrieves a showgirl’s dress. Faith’s eyes go wide.
FAITH
Oh no! I’m not wearing that.
JOSEPHINE
You don’t like this one? I got a
blue one over here-
FAITH
No, no, no. I don’t wear dresses.
JOSEPHINE
Honey, that’s the gig. It’s a show.
You’re the star. You wear a dress.
Josephine starts to take the robe off. Faith jerks away.
FAITH
I’m fine wearin’ what I got!
JOSEPHINE
What’s the problem? You worried
about what you’ll look like, ‘cause-
FAITH
I’m not wearing the dress!
Faith takes the dress, throws it aside, and plops into
the chair. Arms crossed. Josephine stares. Taken aback.
She assesses the situation. Then picks up the dress.
Approaches Faith. And pulls up a seat next to her.
JOSEPHINE
It’s just a dress, Faith. Just like
you wear to church on Sunday, or a
dance, or tea party. You never worn
a dress before? Doesn’t your mother-
Faith turns and her eyes quiver with the onset of tears.
A well of emotion rises up. And then, she tries to speak-
FAITH
I-
A RUCKUS interrupts the moment. Faith and Josephine turn-
DANCERS
Get out of here! Get lost!
-as Andrews appears and cocks an eyebrow at the throng of
half-dressed DANCERS in the main area.
61.
ANDREWS
Nothing I haven’t seen before,
ladies, I assure you.
He turns to Faith, clasps his hands, and motions to her.
ANDREWS (CONT’D)
A star is born! All ready?
Josephine glares at him for interrupting their moment.
JOSEPHINE
There’s a small dispute.
Faith pouts. Andrews spots Josephine holding the costume.
ANDREWS
Not your color?
JOSEPHINE
She says she doesn’t wear dresses.
ANDREWS
You wanted to help us? This is how
you do it. Put the dress on.
FAITH
You like it so much, you wear it.
Josephine snickers and shrugs to him. He scowls.
ANDREWS
We had an agreement. You’re a part
of this team now. Remember?
FAITH
You didn’t say nothing about a
dress and I’m not doing it.
ANDREWS
This isn’t about just you right
now. This is about the greater
good. This is to save our country.
Think about all those suffering
families affected by this-
Billy meanders in, sasparilla in hand, and Andrews
latches an arm around him to sell his plea.
ANDREWS (CONT’D)
Think about Bobby here.
BILLY
Billy.
ANDREWS
Billy. And all the other Billies
out there. Think about their lives.
62.
Andrews presents the dress. She debates, then turns her

head in protest. Andrews boils. Swallows his frustration.
ANDREWS (CONT’D)
Fine. It’s starting to all make
sense. You don’t care about this
country. You don’t care about your
brother. All you care about is
yourself. This must be why your
parents don’t want to be with you.
Why they are sending you away-
Josephine leaps up, yanks Andrews by the ear, and-
JOSEPHINE
Can I speak with you for a moment?
Drags him off to the side, leaving Faith to stare at the
intimidating dress. Lost in a swirl of her emotions.
BILLY
What’s the big deal? It’s just a
dress. You’ve worn dresses before.
FAITH
No, I haven’t.
BILLY
Sure you have. You did plenty of
times when ma-
FAITH
Shut up, Billy.
An awkward and tense silence. Then...Faith rises.
She approaches the dress. Step by step. Picks it up.
Turns to the mirror. And holds it against herself.
INT. BACKSTAGE HALLWAY - JOSEPHINE’S - DAY
Josephine throws Andrews against the wall. A finger in
his face. He bites at it playfully. A cute wink.
JOSEPHINE
You stop this right now and tell me
what’s going on here.
ANDREWS
Nothing is going on-
JOSEPHINE
You said they had nobody else, that
they lost their parents-
ANDREWS
I didn’t say that exactly. I said-
63.
JOSEPHINE
Stop lying! No more of your lies.
ANDREWS
I have things under control here.
JOSEPHINE
There’s got to be a better way than
using these two kids. She won’t
even put a dress on. You’re gonna
risk it all on them?
ANDREWS
Outta choices. Outta time.
JOSEPHINE
This is not the James Andrews I
know. Resourceful. Cunning. He
always has a better way.
She presses up against him. The flirtation comes on as
she pulls his shirt. Her lips dance inches before his.
ANDREWS
I guess I’m a little off my game.
JOSEPHINE
Then let those men take care of
this, send the kids back home, and
come spend some time...with me...
ANDREWS
Tempting...but duty calls-
She SMACKS him hard. Pins him to the wall.
JOSEPHINE
Stop your games! You’re doing the
same thing you always do:
gallivanting around, manipulating
people, and you don’t care who gets
hurt in the process. But these are
kids. And they’re gonna get hurt.
ANDREWS
Nobody is gonna get hurt-
JOSEPHINE
You don’t know what it’s like to be
left after being used. What it’s
like to live your life for...
something and then in a flash to
find out it was all a lie. And
what’s left...doubt and anger and
fear and pain. It destroys someone.
She catches herself. He knows she doesn’t mean the kids.
64.
James, for whatever reason, these
kids are in your care, and that
makes you responsible for them.
Don’t do this to them. Leave them
here with me. Let this go.
She implores him. He can’t look away. He can’t say no.
ANDREWS
Ok. I’ll find another way.
But he’s dismissive. She tests him with a glare. He
accepts with a sincere nod. They turn the corner and find-
Faith, in petticoats and the corset, holding the dress.
Awkward and uncomfortable, she scratches the fabric.
FAITH
Alright, I’ll do it.
ANDREWS
Perfect!
Josephine glares. Furious. Andrews lashes her close.
ANDREWS (CONT’D)
(whispers)
Let’s get the dynamite, and then
I’ll leave them here. Promise.
She sighs. Shakes her head. Then-
JOSEPHINE
I’ll get your friends ready.
Marches off into the backstage.
ANDREWS
Oh yes. My dear friends.
A reminder. Andrews places his hand on his breast pocket.
ANDREWS (CONT’D)
If you can’t trust your friends-
He looks around. His eyes fall to Faith. Her dress.
Andrews moves behind Faith. Fiddles the corset strings.
ANDREWS (CONT’D)
A little crooked in the back.
Andrews casually removes the Letters of Transit, slips
them in the folds of the dress, in the small of her back,
and tightens the strings with a tug. Faith GRUNTS.
ANDREWS (CONT’D)
All set.
65.
EXT. IRON FOUNDRY - DAY

Soldiers parade Fuller and his men, bruised and battered,
across the tracks. Cain and Murphy help Henderson hobble.
CAIN
So much for catching our train.
More rifles greet them, then part, revealing-
SERGEANT EPPS, 40s, weathered and brooding, pushes
through his platoon and stares down at the prisoners.
SERGEANT EPPS
These the offenders? Start talkin’
before I have you thieves shot.
FULLER
We’re not thieves. We need a
telegraph. My train was stolen out
of Dayton this morning.
MURPHY
Sir, this is Conductor Fuller of
the General, and I am-
SERGEANT EPPS
Dayton? Wait, you’re telling me
someone stole the General out from
under the nose of the Union army?
CAIN
And they’ve been wreaking havoc on
the rails, cutting telegraph wires,
sabotaging the tracks ever since.
FULLER
(to himself)
They don’t want to be followed...
SERGEANT EPPS
Who in the hell would do all that?
MURPHY
We’ve been trying to figure that-
FULLER
I got it!
Heads turn. Fuller turns to them. Confident.
FULLER (CONT’D)
Think men! South on this line.
CAIN
Louisville?
66.
MURPHY
Nashville?
FULLER
Shiloh. They’re headed to Shiloh.
Bandits and deserters wouldn’t see
to all of this trouble. Confederate
spies stole our train and they’re
trying to make it to Tennessee.
EPPS
That snake Beauregard must be
marching on Grant as we speak!
FULLER
We won’t know until we stop them!
EPPS
Fear not! The fate of the Union
lies in the balance and Jebidiah
Jefferson Epps will answer the call
to arms and escort you to Dayton.
FULLER
Lines in Dayton are cut, man, we
must head south for Louisville.
SERGEANT EPPS
Our train’s pointing north. Nearest
turnabout’s in Dayton, son.
FULLER
Then we won’t use a turnabout.
The Sergeant and the Soldiers LAUGH. They part to reveal-
The Yonah. Two mighty cannons stare out at the men. Its
powerful and compact frame: facing north (backwards).
SERGEANT EPPS
You wanna run this iron horse
backwards?
EXT. IRON FOUNDRY - MOMENTS LATER
The Yonah starts up...facing BACKWARDS.
Twenty men climb aboard the Yonah’s cars. Rifles ready.
In the locomotive, Cain and Murphy fuel the fire. Fuller
stares out and spots a medic tending to Henderson’s leg.
Henderson gives Fuller a ‘go-get’em’ look.
The Yonah pulls out in reverse down the tracks.
67.
INT. CUSHMAN’S OFFICE - LOUISVILLE STATION - DAY

Cushman chows his lunch. The JANITOR pokes his head in.
JANITOR
Nate, why’s the General here?
Cushman checks the coast, then sneaks the Janitor inside.
CUSHMAN
Hush. It’s a top secret mission.
General Sherman’s brother’s cousin
is running ammunitions to Shiloh
for an upcoming battle. Asked me
personally for my help.
He beams. Excited. The Janitor isn’t.
JANITOR
Where’s Sherman’s brother’s cousin?
CUSHMAN
Couldn’t contact Dayton, so he’s in
town for some secret liaison.
JANITOR
A what?
CUSHMAN
You know. A rendezvous.
The Janitor gives a blank stare.
JANITOR
Right, so where’s the ‘munition?
CUSHMAN
What do you mean?
JANITOR
You said they’re takin’ ammunition
to Shiloh. But ain’t none on board.
Cushman, the Janitor, and two STATION ATTENDANTS inspect
the General’s last car: Nothing but overturned bags.
JANITOR
How’d you know he was who he said
he was? You know, Sherman’s kin?
CUSHMAN
Lock it down. And find the Sheriff.
68.
EXT. MOUNTAIN TRAIL - DAY

The white canvas of the large wagon reflects the hot sun
as it bounces through the ominous red mountains.
The SNAP of the reins echoes through the canyon.
EXT. WAGON - DAY
Josephine guides the horses. Andrews by her side. Billy
sits up front. Eyes two VULTURES perched in a dead tree.
He grins. Produces his slingshot. Struggles to load it.
BILLY
I wanted a gun.
Andrews takes the slingshot, lines up a shot and-
ANDREWS
You work up to a gun. I started on
a slingshot when I was your age.
ZIP! Knocks a blossom right off a cactus.
Billy’s eyes go wide. He snatches back the slingshot.
Aims for the vultures. Fires. The nut falls short.
The Vultures stare at the sorry display. Not fazed.
But Andrews takes the boy’s hands. Walks him through the
exercise. Josephine watches with interest.
ANDREWS (CONT’D)
Draw back and hold it. Now, aim for
your target, think I’m the best,
then release. Ready? Aim. I’m the
best. And...release.
Billy and Andrews exhale at the same time and...the nut
flies out and hits the tree. The Vultures take flight.
ANDREWS (CONT’D)
One day, kid.
Billy looks up from the slingshot. Andrews smiles at him-
Then notices Josephine. She gives him a knowing nod, smug
approval of his paternal moment. He shakes his head.
ANDREWS (CONT’D)
Look, I’m just training my men-
JOSEPHINE
Camp ahead. Better get in the back.
BOOM!
69.
EXT. RAILROAD CAMP - DAY

The mountainside explodes. Rocks fly. Smoke billows.
Barrel-chested WORKERS collect and move rubble. Half-
completed rails cut through a large camp below.
The wagon bobbles up. CHEERS ensue. The FOREMAN, short
and balding, strides out to greet Josephine.
JOSEPHINE
Hey, darling. You on schedule
enough for a little show?
FOREMAN
Always have time for you girls.
He hands her a wad of bills, which she stuffs in her
bosom. He signals a Worker, who sounds the CAMP WHISTLE.
EXT. MESS TENT - RAILROAD CAMP - DAY
Josephine directs some Workers to unload the piano, down
a plank from the wagon and up another into the tent.
A Worker spots silhouettes behind a changing scrim in the
wagon. He grins. Then double-takes. Was that a hairy leg?
INT. MESS TENT - RAILROAD CAMP - DAY
Rowdy WORKERS pour in. Eyes turn to a makeshift stage.
Movement behind a shoddy white tarp hanging as a curtain.
CHEERS. The disruptive tent quiets. And finally: SILENCE.
Josephine caresses the keys of the piano: a melodic
rendition of Stephen Foster’s ‘I’LL BE HOME TOMORROW’.
The curtain parts: A sultry silhouette.
Faith steps into the light, transformed into an adorable
beauty by the frilly showgirl costume, curls and makeup.
FAITH
(singing)
I’ve wandered far from those I love-
Her voice shakes. Awkward movements. Confidence absent.
FAITH (CONT’D)
And many years have pass’d.
A flat note. The crowd shares unsure looks.
Faith, sensing aversion, looks back to Josephine, who
gives her a supportive nod. Faith gulps, then turns-
70.
FAITH (CONT’D)
Since in my dear old cherish’d
home, I saw their faces last:
She steps off stage. Walks the crowd. Still nervous.
FAITH (CONT’D)
But now I am returning and my
journey soon will end.
Faith engages her audience a bit. Tosses out a smile.
FAITH (CONT’D)
I’ll join the throng for happy
smiles and gentle voices blend.
The crowd loosens up. A nod. A foot taps. Faith starts to
find her stride, hits the chorus, and-
FAITH (CONT’D)
Farewell, farewell! Every could of
sorrow! All my heart is filled with
joy, for I’ll be home tomorrow.
Faith strikes a pose, then shimmies on stage.
Josephine CHUCKLES at the charismatic metamorphosis. Then
changes the TEMPO into a fast-paced showtune.
A row of BACKUP DANCERS bounce across the stage-
It’s the RAIDERS (minus Andrews) in full showgirl drag,
using fans to cover their mustaches in comical display.
Yet with the pomp and performance, the Workers eat it up.
CHEERING and STOMPING away. Unaware of the ruse.
Center stage. Faith belts away, pulling out all the stops
as the Raiders accompany her with lousy choreography.
FAITH (CONT’D)
Farewell, farewell! Every could of
sorrow! All my heart is filled with
joy, for I’ll be home tomorrow.
CHEERS. Faith looks to Josephine, who nods at the Foreman
in the crowd. She hops off stage. Beelines for him.
FAITH (CONT’D)
How dears the heart that dwell
within that sweet domestic realm!
The Foreman CLAPS along. Faith gives him a bright smile.
Warms him up. Spots a key on a chain around his neck.
FAITH (CONT’D)
I know that they have long’d for me
as I have long’d for them.
71.
She swings her feather boa around his neck-

FAITH (CONT’D)
The thought that I am near them,
makes my lonely spirit yearn-
And in one swift movement, she tussles his hair, unhooks
the chain, and lets the key drop into her hand. Graceful.
FAITH (CONT’D)
To hear the burst the gladness that
will welcome my return.
Faith dances away to the stage. Casually slides the key
across the wood slats, right into a HAND belonging to-
Andrews, ALSO IN DRAG, who looks up from stage right,
then slips out of the tent.
But as Faith finishes her move, the Foreman clasps her
dress train and pulls her back to him with a happy grin.
FAITH (CONT’D)
Farewell, farewell, oh-
FOREMAN
Come here, lovely.
The SOUND of the loud performance fades away. Andrews
scampers from the mess tent across the camp.
BILLY (O.C.)
Hey, slow down, I can’t keep up.
Andrews lifts up his dress: Two little FEET beside his.
He checks the coast and continues on-
ANDREWS
Watch it. Don’t stand up too fast.
INT. DYNAMITE SHED - RAILROAD CAMP - DAY
Click. The door unlocks. Swings open. Sunlight pours in.
Illuminates cases and cases of dynamite.
Andrews raises his dress. Billy peeks out. Jackpot.
The Workers STOMP their feet as the Raiders begin an
amusing chorus line. The Foreman pulls Faith closer.
FOREMAN
You sound just like an angel.
72.
FAITH
Thanks, but I gotta finish the song-
FOREMAN
Where you going so fast? Heaven?
He holds tight. Faith looks to Josephine for help.
Andrews waddles back across camp. Dress hiked up. A stick
of dynamite slips out. He stops. Billy’s little hand
grabs it and disappears back under the dress carriage.
Andrews sees Workers beside the wagon, enjoying the show.
ANDREWS
Plan B.
He moseys away. Scans the tent flap. Locates the position
of the piano. Lifts the canvas.
ANDREWS (CONT’D)
Bingo. Ok, hand it up.
But as Andrews lifts his dress all the way up-
Billy drops the crate, which breaks. Dynamite spills out.
Frantic, he hands sticks to Andrews, who fills the piano.
ANDREWS (CONT’D)
Hurry. Hurry.
The sticks fill the piano, bounce off the strings, and
create the occasional BAD NOTE. The Raiders maintain the
chorus line with confused looks to Josephine.
Faith frowns as she struggles with the Foreman.
FOREMAN
Oh, you’re so sweet, you ain’t
spoken for, are you? Hitched?
FAITH
Married! That’s girl stuff!
Billy hands the final couple of sticks to Andrews, who
drops his dress carriage just as-
Two WORKERS, a small Chinese man and looming German, turn
the corner. Stroll over.
73.
GERMAN
Hello Fraulein.
ANDREWS
(in a ladies voice)
Oh, hello, gentleman. Guten tag.
The German leans in. Tries to caress Andrews.
GERMAN
Oh, I like you. Care for a walk?
ANDREWS
Or you could take a hike.
Andrews feigns a GIRLY LAUGH. The German feigns it too.
Then corners Andrews against the tent.
ANDREWS (CONT’D)
I’m recovering from an illness.
Terrible rash. All over my body.
Really not too...clean.
GERMAN
We are already dirty.
Another FAKE LAUGH from the pair. The German reaches for
Andrews, who slaps his hand away.
ANDREWS
Very well. Are you familiar with-
Andrews nudges Billy under his dress.
ANDREWS (CONT’D)
-that thing you aren’t supposed to
do below other men’s gun belts?
GERMAN
I like the sound of that.
ANDREWS
You’ll get a real kick out of this.
The German nods. Andrews whips up his skirt-
And Billy’s little leg flies forward. Connects with the
German’s groin. He collapses to the mud.
At the same time, Andrews swings at the Chinese Worker-
Who blocks the attack and delivers a complex kung fu kick-
Andrews flies back through the canvas flap, into the tent-
-exposing Billy and the near empty crate of dynamite-
74.

Andrews lands onto the piano, which dislodges and coasts
across the stage. The music and dancing stops as-
The piano smacks into a tent pole. Dynamite bounces out.
A lantern falls from the tent pole above and smashes on
the piano. Kerosene splashes. FIRE erupts-
And the loose dynamite sticks ignite. Sparks fly.
WORKER
Fire in the hole!
Everyone freezes. Then the tent clears in a stampede.
The Foreman snatches Faith up in his arms, pushes the
Workers out of his way, and escorts her from the tent--
FOREMAN
Mind the lady! Watch the lady!
--Rushes her away from the flight of Workers-
FAITH
Mister, you can put me down now.
Trust me, I’m not the marrying type-
FOREMAN
But angel, you ain’t met the groom-
He whips open another tent flap--
INT. TENT - RAILROAD CAMP - DAY
--Where RUFUS, a drooling, gangly redneck, 15, sits.
FOREMAN
Meet my son Rufus!
RUFUS
Gosh, pa, she’s purty!
He leaps up. Arms out. Lips puckered. Faith recoils.
The Raiders and the Workers race from the tent. Josephine
scoops Billy up, turns to Andrews-
JOSEPHINE
Nice work, James.
75.
ANDREWS
You stopped playing the music!
She and Billy dart from the tent, leaving Andrews alone.
ANDREWS (CONT’D)
What about the dynamite?!
The loose dynamite fuses near the end-
Andrews tries to push the piano off stage. Once. Twice.
Doesn’t budge. He steps back and lunges-
Onto the piano. It rolls. Inertia builds. He rides it
offstage, down the plank, and out of the tent--
--And right up the other plank, into the wagon, just as-
The explosion THUNDERS-
Engulfs the tent with debris and smoke. The huge tarp
collapses, catching many escaping Workers in the fabric.
Josephine covers Billy. The BLAST tosses Raiders and
Workers. Dust pours out and ripples through the area.
Finally the smoke clears. Everyone rises. Gathers
themselves. Andrews climbs onto the wagon perch-
And his exposed fake padding drops from his corset.
WORKER
Hey! That’s a man!
A Worker points. Andrews heaves up his cleavage. As the
other Workers rise, they spot the Raiders and realize-
WORKERS
They’re all men! Get them!
The Workers rush forward. Josephine leaps next to Andrews
in the wagon, drops Billy inside and SNAPS the reins.
The wagon lurches away from the onslaught of Workers.
The Raiders gather their dress trains and race after the
moving wagon in comical fashion, boarding it one by one.
SHOUTING Workers pursue. Some on HORSEBACK assail the
wagon. Andrews knocks one away. Knight joins the effort.
Jim opens the piano and smiles at the wealth of dynamite.
JIM
Yeehaw! We got it good!
76.
Specs disperses their guns from a sack and FIRES shots at

the bulk of chasing Workers, who abandon their pursuit.
BILLY
We have to go back for Faith.
Knight drags another Worker off his horse.
KNIGHT
We don’t need her anymore.
Andrews freezes. Remembers the hidden Letters.
ANDREWS
Yes, we do.
He leaps on the riderless horse and gallops towards camp.
ANDREWS (CONT’D)
Get the train ready! I’ll be back.
SPECS
Wait! The letters!
The wagon pulls into the hills. Knight glares back as
Andrews disappears into the camp’s madness.
KNIGHT
We’ll get them when he returns.
Andrews gallops past Workers, who swing tools at him,
despite their confusion at his direction change.
Then he hears a SCREAM: Faith.
INT. TENT - RAILROAD CAMP - DAY
Rufus chases Faith and tries to slobber her with kisses,
SQUEALING as she flees. The Foreman looks on amused.
FOREMAN
Don’t be shy, honey. He’s a good
boy. Chapel’s right down the road.
Rufus catches and locks her in an embrace against a
table. She struggles. He leans in. Puckers up-
Faith manages to duck away, right into the Foreman-
FOREMAN (CONT’D)
Give him a chance, dear.
He takes her by the shoulders, pushes her back to Rufus-
77.
And in a swift motion, she snatches a gun from the

Foreman’s belt and pokes him in the chest. He retreats.
FAITH
Date’s over.
She spins. Gun to Rufus. He blanches. Shocked.
RUFUS
Boy oh boy, she’s mad now.
Faith backs up. The Foreman pauses. Studies her. Then-
FOREMAN
Now you wouldn’t go shooting your
dear old future pa. Gimme that gun.
She holds the gun higher. The Foreman and Rufus advance
on her. Faith tenses. Eyes grow wide when-
Andrews WHIPS through the tent flap on horseback-
-Faith startles, spins, and FIRES-
The Horse rears. The bullet grazes Andrew’s shoulder.
ANDREWS
Ouch.
Faith GASPS. Even the Foreman and Rufus stop. Andrews
collects himself. Surveys the situation. Then-
His boot knocks the Foreman to the ground. Rufus cowers
away. Andrews extends a hand to Faith. She starts forward-
ANDREWS (CONT’D)
Could you relinquish the gun first?
She hands him the gun. Then he hoists her onto the horse.
Andrews rides past the chaos of the camp. Faith holds on
for dear life, her face pressed against his back.
Workers claw at them. Andrews fends off the onslaught.
FAITH
You came back for me. You saved me.
ANDREWS
Let’s not get all teary-eyed, dear.
Faith rips off part of her costume. Tends to his wound.
FAITH
Stop moving. I’m dressin’ it.
78.
ANDREWS
I can’t stop. I’m trying to steer.
FAITH
Don’t blame me if it gets infected.
ANDREWS
Blame you? You shot me.
EXT. MOUNTAIN TRAIL - DAY
Andrews and Faith hit the treacherous, winding route.
FAITH
Where’s Billy?
ANDREWS
On ahead. With the others.
Suddenly, bullets ricochet off the rocks nearby. Andrews
twists to see four ARMED WORKERS ON HORSEBACK.
In a flash, Andrews draws his gun and lets off two SHOTS.
The horses rear up. Two Workers fall off their steeds.
Faith looks at Andrews. Impressed. He leads them along
the tight path, turns and FIRES at the final two Workers.
ANDREWS (CONT’D)
Check the saddle for bullets.
FAITH
You don’t have any more bullets?
ANDREWS
I’m in a dress!
Andrews hands her the gun. She checks the saddle bags.
A Worker gains on them. Draws his gun to fire. Andrews
slows the horse and grapples with him for the weapon.
The other Worker aims his gun. Hesitates. No clean shot.
Faith finds ammo. Tries to jiggle the gun open.
FAITH
How do you open it?
She pulls hard. The gun slips. Falls to the trail below.
FAITH (CONT’D)
Andrews?
ANDREWS
I’m busy.
79.
FAITH
I dropped the gun.
Andrews glares at her, then wrestles the gun away from
the Worker and knocks him from his saddle.
ANDREWS
Here. Load this.
He hands her the gun and regains the reins.
FAITH
Doesn’t this one have bullets?
ANDREWS
Oh. Right.
He snatches the gun, pivots, and FIRES. The final Worker
careens into the mountainside.
Andrews grins, nods, then hands the gun back to Faith.
ANDREWS (CONT’D)
Now you can load it.
The horse gallops out of the mountain trail, into the
countryside, and towards the distant city of Louisville.
Two armed STATION AGENTS guard the General. They perk up-
The THUNDER of horses sounds from the distance.
The wagon teeters down the countryside towards the depot.
Knight pulls it to a sudden stop right at the locomotive.
The Agents stare up at the men in drag. Confused.
STATION AGENT
Ladies, we got some questions for-
Without pause, Knight draws a gun and FIRES a warning
shot. The Agents flinch, reach for their pieces, but-
The Raiders leap from the wagon, guns drawn-
Cushman emerges onto the platform. Sees the incident-
CUSHMAN
Hey, what in the Sam Hill is-
Knight swivels and FIRES at him. Shatters a lantern.
Cushman and the PASSENGERS on the platform scramble.
Suddenly, some TOWNSMEN fire several erratic SHOTS. The
proficient RAIDERS SHOOT BACK. A GUNFIGHT erupts.
80.
KNIGHT
I’ve had enough pussy-footin’.
People take cover. The Station Agents run for safety.
Josephine and Billy hide in the wagon.
SPECS
Let’s get out of here!
The Irish Brothers hop into the General. Start the engine-
Then a shot ZIPS past Knight’s head-
The SHERIFF, bandaged and pissed, arrives with a POSSE.
UNLOADS GUNFIRE. The Raiders take cover.
KNIGHT
Bear! The telegraph!
Bear hops down and charges into a telegraph pole. Wires
SNAP as it wrenches free of the ground and timbers down-
Onto the depot roof. Slices through Cushman’s office. The
Sheriff’s posse scurry for cover as the structure folds.
Billy watches through the wagon’s slats. Excited.
BILLY
Jumpin’ Jehosaphat!
Josephine drags Billy back as bullets rip into the wagon.
Knight smiles at the carnage: Women SCREAM. The Deputies
hide. Horses run free. Far off TOWN BELLS RING.
RED IRISH
We gotta go! Come on!
Knight turns and stares at the distant hills. Lands on-
An approaching cloud of dust. Pushing down the hillside
and towards the town. The dust clears. It’s Andrews!
KNIGHT
There he is! Let’s get moving.
The General GROANS out of the station. The Raiders board.
EXT. OUTSKIRTS OF LOUISVILLE - DAY
Andrews spurs the horse. Faith points to the General.
FAITH
They’re leaving!
He SNAPS the reins. The horse gallops harder.
81.

The Townspeople take the platform. FIRE at the General.
Josephine peeks out of the wagon. Spots Andrews and Faith
riding after the train. She jumps into the perch-
JOSEPHINE
Hiya!
And the wagon takes off down the tracks.
EXT. TRACKS - DAY
Andrews leads the horse alongside the General.
ANDREWS
Jump on.
Faith looks at the ladder of the train. Then the speeding
ground below. Way too fast.
FAITH
I can’t do it.
ANDREWS
You didn’t even try! Fine.
He crouches in the saddle. Turns to her. Pulls her up.
She embraces him. Andrews reaches for the ladder-
And hoists them onto the train in a fantastic maneuver.
As they cling to the car, the riderless horse bolts away-
BILLY (O.C.)
Faith!
They turn to see Josephine’s wagon race up next to them.
FAITH
Billy!
JOSEPHINE
James, give me the girl!
(to Faith)
Honey, give me your hand.
Josephine extends her hand and loses control the wagon.
Goes back to the reins. Billy leans out. Offers his hand.
Faith leans out to grab it. Ground rushes below.
Andrews spots the Letters tucked in the small of Faith’s
back. He reaches for them. His fingers thumb it-
It comes loose. Almost falling out. He tries again-
82.
Faith connects with Billy, who tugs her over. One leg
lands in the wagon, one leg on the train. The splits.
The Letters dangle from her corset. Precarious. Andrews
stretches for it again. Beyond reach. She starts away-
His last chance for the Letters. Desperation leads him to-
ANDREWS
Wait! What about the bridge?
Faith looks back at Billy. An unspoken moment.
JOSEPHINE
James, you promised.
ANDREWS
But I need them. I can’t do it
alone. We’re a team. We promised to
see this through. We spit swore!
He pleads with his charming smile. Faith turns away-
And steps into the wagon.
Andrews’ face falls. Josephine sighs relief.
Faith takes Billy’s hand, pulls him into an embrace, then-
Reconnects with a surprised Andrews, who pulls them
safely back to the train ladder.
JOSEPHINE
James! No! Don’t do this!
Andrews meets her angry gaze. A sheepish shrug. The train
picks up steam and leaves Josephine and her wagon behind.
The kids smile at Andrews. Then they spot the open
windows on the cars up ahead. And shimmy towards them.
The Sheriff stomps his hat. Citizens tend to the injured.
Suddenly, the sound of an approaching train. They turn:
The Yonah, still in reverse, CHUGS towards the crowd. The
WHISTLE sounds and the brakes SCREECH.
Even before the train stops, Fuller leaps from the
locomotive, pushes past the MOB, and onto the platform.
FULLER
Telegraph! I need the telegraph!
CLICKS. Several pistols appear in Fuller’s face.
83.
SHERIFF
We haven’t had much luck today with
unscheduled trains, mister.
More CLICKS. Sergeant Epps and his men point their guns.
SERGEANT EPPS
If you enjoy breathing, by god,
lower those arms.
Cushman enters the standoff. Pushes the guns down.
CUSHMAN
Fuller! Thank god! What’s going on?
FULLER
Confederates stole the General.
CUSHMAN
It was just here! It just left-
FULLER
Quick man! We need the telegraph.
Everyone looks to the fallen telegraph post, the dangling
wires, and the demolished depot office. Not a chance.
MURPHY
Where’s the next one?
CAIN
This is it until Tennessee.
SERGEANT EPPS
Then we’ll just catch them
ourselves. Men at your ready!
FULLER
We’re talking about the General. We
won’t catch them going backwards.
All eyes search. Then, on the side rails, they spot-
The WILLIAM R SMITH, a bright red cattle train.
EPPS
There. We’ll give chase in that.
We’re commandeering that train.
(to his Soldiers)
Unhook the cattle cars. Recouple
the cannons from the Yonah.
FULLER
There’s no time. We wanna catch it,
we go now. Load your men up-
84.
EPPS
This is war, man. We gotta be
prepared. I ain’t walking into a
bloodbath. We take the cannons.
Fuller lassos Cushman over to the discussion.
FULLER
Nate, you saw these men! Tell us
what the heck we’re up against.
EPPS
Yes! What was their plan? You let
those scamps escape! Talk!
CUSHMAN
It wasn’t my fault. The guy had an
explanation for everything: the
short train. The ragtag crew. Said
they were running munitions down to
Shiloh.
EPPS
That’s a damn hot zone.
FULLER
We gotta catch them before that.
Nate, how many were there?
CUSHMAN
Why, uh, there were seven, well,
seven men and the two children.
The words strike Fuller with an unsettling feeling.
EPPS
Forget about seven. I’m worried
about the damn force they’re
meeting up with. Ready the cannons!
Epps signals and the Soldiers flood the tracks, moving to
detach the cattle cars and bring the cannons.
Fuller stares off, lost in thought, then turns to Cushman-
FULLER
Tell me about the two children.
CUSHMAN
They were along because there was
nobody to watch them. A girl yay
big, dressed like a boy, and a
younger tyke named...Billy.
More Soldiers and Townspeople push to the tracks, past-
Fuller. His world spins as the soldiers prep the trains.
One thought across his face: my children are in danger.
85.
He snaps to. His mind works fast. Yanks Cain close.

FULLER
Stay here. Get this telegraph up
and wire the cavalry at Shiloh.
Cain looks into the office. A smashed telegraph.
CAIN
I don’t know if I can, sir-
FULLER
I know you can.
Fuller pats him on the back, then departs. Cain raises a
quizzical eyebrow, then ducks into the wrecked office.
MURPHY
Stands amidst the activity. Surveys the crowd. Spots-
Fuller hurrying over the tracks towards the Smith.
INT. LOCOMOTIVE - THE WILLIAM R SMITH - DAY
Fuller climbs into the locomotive. A cautious look back-
Men unhinge cattle cars from the Smith. Push them away.
Fuller readies the engine. Throws wood in the furnace.
MURPHY (O.C.)
Going somewhere?
Murphy stands at the ladder. Fuller continues his prep.
FULLER
Those are my kids on the General.
Concern washes over Murphy’s face. Then-
MURPHY
If that’s true, we should wait for
the soldiers. It’ll help to have-
FULLER
I don’t have time to wait.
EPPS
Let’s talk to Epps-
FULLER
This is war. Nobody is gonna care
about two children in all this.
Fuller reaches for the throttle. Murphy grabs him.
86.
MURPHY
You’re risking your post. Your job.
Your life. Everything.
Fuller’s hand hovers. He genuinely considers.
FULLER
Those are my kids.
And cranks the throttle.
As Soldiers unhinge the second to last cattle car-
The Smith lurches ahead, one car in tow. A Horse WHINNIES
with the jolt. Murphy swings inside.
FULLER (CONT’D)
Get off, fat man.
MURPHY
Not a chance.
INT. LOUISVILLE STATION - DAY
Sergeant Epps jumps from the platform. Burning with rage.
SERGEANT EPPS
Stop them! Stop those heathens!
As Soldiers gather their guns and sprint after the Smith,
Cain watches from the damaged office. A smile forms.
Fuller tweaks the engine. Then turns to Murphy.
MURPHY
Just you, me, and the horse.
The Smith races out into the countryside, leaving Epps
fuming and the Soldiers racing to ready the Yonah.
Faith tumbles in through a window. Billy follows. Andrews
squeezes through last, his boot gets caught-
ANDREWS
Well, finally safe and sound-
He turns and comes face to face with Knight-
Who grabs Andrews’ collar and PUNCHES him to the ground.
Andrews tries to recover, Knight wrenches him to his feet-
87.
KNIGHT
You take off just to bring these
kids back here! I’m done having you
risk this mission.
Knight tosses Andrews into the other Raiders, who pass
him around, continuing to deliver insidious PUNCHES.
Faith and Billy move to help. The Raiders restrain them.
FAITH AND BILLY
Wait! Stop! He didn’t do nothing!
ANDREWS
Fellas, let’s talk about this. This
discord is very...unproductive.
Jim elbows Andrews back to Knight, who lands another BLOW-
KNIGHT
You’re relieved of your duty. Now
hand over the letters of transit.
Andrews collapses to the floor. A mess of blood. Faith
and Billy rush to his side. Block the Raiders.
KNIGHT (CONT’D)
Step aside.
Knight tries to wrench them away. They struggle.
FAITH
Back off! He’s helped us get all
this way. We shouldn’t be fighting.
We’re on the same side here.
KNIGHT
Same side? He’s on his own side.
He’s a mercenary, a traitor and a
liar. Why, this mission isn’t gonna
end the war. And you aren’t gonna
get to go home. And your hero here
knows it. Has known it all along.
The kids turn and look at Andrews. He can’t hide from it.
KNIGHT (CONT’D)
He lied to you. Tricked you. He
doesn’t care about you! All he
cares about is himself.
BILLY
You said if we helped, we’d end the
war tomorrow. We could go home.
The kids stare at him crushed. Hearts breaking.
Then Jim bursts out LAUGHING. Raiders join him.
88.
BLACK IRISH
(mocking)
Oh, look at me, I want to go home
to me mommies and daddies.
The kids dissolve with disappointment.
KNIGHT
He fights for whoever’s paying. He
got no sides. No allegiances. Don’t
care about nobody save himself.
FAITH
You didn’t care about this war?
KNIGHT
Which is why he’s no longer in
charge. Now hand over the letters.
Specs and Jim tear the dress off Andrews and search him.
ANDREWS
Left them in my other dress.
The Raiders look up. He’s right. Not on him.
KNIGHT
Then we can shoot you dead.
ANDREWS
Letters are on the train. Only I
know where.
KNIGHT
We’ll find them ourselves.
Knight thrusts the gun in his face. Andrews smiles.
ANDREWS
Maybe. But maybe not. After what
you did back in Louisville, every
soldier in every town in the Union
will be looking for you. It’ll be a
bee’s nest. It’s a death sentence
without those letters. You get rid
of me and you’ll never find them.
Andrews glares them down. Got them where he wants them.
Knight debates. A showdown between he and Andrews. Then-
SPECS
Knight-
KNIGHT
What?
Specs points. They all look out across the countryside-
89.
The smokestack of a train. Not far behind.

KNIGHT (CONT’D)
(to the Raiders)
Lock ‘em up.
Toothless Jim delivers a solid kick to Andrews’ face.
Fuller and Murphy shovel away. Driven to catch up. The
smoke of the General not far ahead.
INT. LOCOMOTIVE - THE GENERAL - DAY
From the tender logs, the Raiders study the Smith.
KNIGHT
We gotta buy some more time.
RED IRISH
They’ll never catch this train-!
KNIGHT
-Until we’re on the bridge.
Knight turns around and spots-
The looming BIG THUNDER MOUNTAIN up ahead. The tracks
disappear inside a tunnel. Knight grins. Battle mode.
KNIGHT (CONT’D)
Full stop in the tunnel.
EXT. BIG THUNDER MOUNTAIN - DAY
The tunnel swallows the General whole.
INT. BIG THUNDER MOUNTAIN TUNNEL - MOMENTS LATER
The Raiders march alongside the stopped General.
KNIGHT
Someone give me whiskey.
Black Irish hands over a tin drinking flask. Knight
splashes booze around the last car. Then-
Snatches Toothless Jim’s cigar. Tosses it. Fire ERUPTS.
Knight uncouples the flaming car. Nods to Bear, who gives
it a mighty push. It starts to roll back. Gains speed.
Fuller stares ahead at Big Thunder Mountain. The mouth of
the tunnel begins to glow. He leans out. Squints.
90.
The flaming car bursts from the tunnel at top speed.

Fuller brakes hard. The Smith MOANS. Murphy topples over.
MURPHY
Whoa. What is it?
Still advancing, the Smith’s wheels SPIN on the tracks,
finally catch traction, and brake.
Fuller throws the throttle back. The Smith reverses.
FULLER
Shovel, damn it!
Murphy drags himself up. Leans out. Spots-
The flaming car barreling for them. Faster and faster.
MURPHY
Dear god.
They shuttle wood. The Smith chugs backwards. The flaming
car continues towards them. Way too fast.
MURPHY (CONT’D)
It’s going to ram us.
Fuller assesses. Peers behind them. Spots an option:
A JUNCTION with a switchtrack. Nearing fast.
Fuller takes his shovel and climbs out of the locomotive.
MURPHY (CONT’D)
Will, where are you going?
FULLER
Just keep shoveling!
EXT. THE WILLIAM R SMITH - CONTINUOUS
Fuller swings onto the train’s dry pipe. Hugging the hot
engine barrel, he inches towards the front.
Smoke billows into his face. He COUGHS. But continues.
Ahead of him, the flaming car narrows the margin.
Fuller lowers himself onto the front gate. Looks back-
The switchtrack approaches fast.
The flaming car bears down on him. About to RAM THEM-
91.
INSIDE THE WILLIAM R SMITH

Murphy looks out. Collision inevitable.
MURPHY
Please god!
THE FRONT OF THE WILLIAM R SMITH
Fuller wields the shovel. Waits...waits...
As the Smith launches through the junction-
Fuller swings with all his might.
The shovel connects with the switchtrack.
The rails switch-
The flaming car careens down the other railroad tracks.
INSIDE THE WILLIAM R SMITH
Murphy winces. No collision. He opens his eyes.
Spots the flaming car whiz by them on the other tracks.
Murphy wrenches the brake lever. CHEERS!
THE FRONT OF THE WILLIAM R SMITH
Fuller falls backwards. Relief as the train slows.
EXT. JUNCTION - MOMENTS LATER
The switchtrack lies in ruin. Fuller and Murphy scowl.
MURPHY
Nothing we can do to fix it?
FULLER
No. We need another way.
They share a look, then - a HORSE WHINNY.
THE LARGE CATTLE DOOR
Slides open. A bronco bucks about.
MURPHY
That looks like one mean hoss.
Fuller drags out the ramp.
MURPHY (CONT’D)
It’s bad to be alone in this.
92.
FULLER
Don’t worry. The Yonah will be
along soon enough to get you.
MURPHY
Will, did you just make a joke?
Fuller grabs the reins. The Bronco SNORTS. A battle of
wills. He drags the horse off. Manages to mount it.
Murphy pulls a gun from an ankle holster. Presents it.
FULLER
Sir! What are you doing with that?
MURPHY
Railroad’s a dangerous place.
They share a warm smile. Fuller takes the gun. Then-
SNAPS the reins. The Bronco bolts away.
EXT./INT. LOCOMOTIVE - THE GENERAL - DAY
The General melts into the countryside.
Knight stares at the receding Big Thunder Mountain...and
the tunnel. Waits to ensure nothing emerges. Finally-
Breathes deep. Turns his attention the other direction-
A thin blue line appears up ahead. The Green River.
TOOTHLESS JIM
What are we doing with them runts?
KNIGHT
Let’s finish this. Then we’ll get
those Letters. And finish them.
INT. COMPARTMENT CAR - THE GENERAL - DAY
Andrews SNAPS TO. Finds himself drooling on the seat.
Groggy. His hands in chains. Eyes focus forward on:
Faith and Billy scowling at him from the bench. He
manages a smile. Disgusted, Faith stands and turns away-
And there, in the small of her back...the Letters of
Transit. Billy notices them. His interest piqued.
BILLY
What’s that?
Andrews spots them too. They exchange a look. Billy
reaches out, but Andrews swoops in and snatches them up.
93.
ANDREWS
Why...the Letters.
Faith spins. Looks at the Letters, then to the small of
her back. Perplexed by the situation...then realization.
FAITH
Hold on! You didn’t come back for
me. You came back for your Letters!
Andrews strains to free himself from the chains. Fails.
ANDREWS
Dear, I managed two birds with one
stone. I would have never allowed
danger to befall either of you.
He tries to smash his chains with a trunk lid. No luck.
FAITH
You tricked us! He was right. You
are nothing but a liar.
ANDREWS
Let’s not fight. We’re all in this
together. Now give me your hairpin-
Uncooperative, she hops away. Billy blocks his advance.
BILLY
Yeah, you’re nothin’ but a jerk.
He reaches again, but Faith swats him away.
ANDREWS
What did you expect? Wars don’t end
in a day. They take time and-
BILLY
You said the war would end tomorrow-
ANDREWS
A tomorrow. Oh come on now, don’t
be like that. Let’s work together.
FAITH
What together! It’s all about you-
ANDREWS
Because I had my own reasons for
doing this? We all have our own
reasons. Like wanting to go home.
FAITH
That’s different...we were helping.
94.
ANDREWS
Helping a Confederate mission so
you could sleep in your own beds.
BILLY
We didn’t know. You told us-
ANDREWS
What you wanted to hear! You knew
what would happen and didn’t care.
All this time, the only thing that
mattered to you was going home. All
you care about is yourself. You’re
as selfish as I am. It’s okay-
As Faith slumps defeated, Andrews reaches over and plucks
a hair pin. Then picks his lock with it.
ANDREWS (CONT’D)
All’s fair in war...and stuff.
Andrews drags fresh clothing from the trunk. Changes out
of his ripped dress. Sneers at the new outfit.
FAITH
You’re abandoning your mission.
ANDREWS
Of course not! They’ll see to it
from here. By the time the bridge
explodes, I’ll be a free man with
money to spend. Now, let’s go-
Andrews jimmies open a window. Motions for the kids.
BILLY
We’re not going anywhere with you.
ANDREWS
Look, you have two choices. You
either escape with me or you stay
here with your friends.
The kids stare at him. Incredulous and dejected.
ANDREWS (CONT’D)
Very well. Good luck.
He starts out. They stop him. They have no choice.
EXT. BIG THUNDER MOUNTAIN - DAY
Fuller explodes from the tunnel. Bronco at full gallop.
Leaving a massive dust trail behind him. He searches-
No sign of the General.
He stops on the rails. Sniffs the air. Furrows his brow.
95.
He jerks the horse away from the main line. Across the
countryside. And towards a series of rolling hills-
EXT. COUNTRYSIDE - DAY
Fuller mounts one of the inclines and snaps to a halt-
In the distance, on a railway stretching across lush
fields, a long passenger train appears: The TEXAS.
Fuller blasts through a ravine and onto the plains.
EXT. TRACKS/EXT. TEXAS - DAY
PASSENGERS stir with excitement as Fuller thunders past.
He reaches the locomotive. The CONDUCTOR stares, along
with a burly ENGINEER and a gawky teenage FIREMAN.
TEXAS CONDUCTOR
Hey, what is the meaning of this?
FULLER
Where’s Conductor Braun?
TEXAS CONDUCTOR
Dead.
Fuller’s horse fades. He launches it back to the front.
FULLER
I need your train. Mine was stolen.
By Confederate spies-
TEXAS ENGINEER
We ain’t stoppin’ and we ain’t
givin’ you our train. Now back off.
FULLER
I’m a conductor, I conduct-
TEXAS ENGINEER
I don’t care if you conduct a
marching band. I don’t know you!
The bronco falls back. Fuller thinks. Extracts Murphy’s
pistol. Then pulls up his scarf like a bandido.
INT. LOCOMOTIVE - THE TEXAS - CONTINUOUS
The Conductor shares an annoyed look with his crew.
BANG!
A bullet ricochets off the train whistle. They duck as-
Fuller rides ahead. Face obscured. Pistol raised.
96.
FULLER
Pull the brakes.
TEXAS CONDUCTOR
What do you think you’re doing?
FULLER
Stealing your train.
EXT. TEXAS - DAY
The Texas idles on the tracks in the middle of nowhere.
Fuller uncouples the passenger cars, keeping his gun
aimed on the Conductor, Engineer, and Fireman.
But as he turns briefly, the nervous, young Fireman
inches his hand inside the locomotive.
Fuller rushes him. Gun right in his face.
The kid falls to his knees. A bible in his hands.
TEXAS FIREMAN
I was just...grabbing ma’s bible.
The Conductor hugs the teen. Shields him from the gun.
TEXAS CONDUCTOR
Please, my boy’s all I got left.
Fuller studies the father and son. Reminded of his
children. He softens and holsters the gun.
FULLER
Step aside.
He climbs into the cab. Tosses wood in the furnace.
TEXAS ENGINEER
You’re in a world of trouble, sir.
FULLER
I know it.
The locomotive and tender separate from the line of
passenger cars and charge down the tracks.
Andrews hangs off the side. Kids beside him. They shimmy
onto the coupler landing. Andrews peeks down the rooftops-
From the tender, Red Irish surveys the train right at-
Andrews swings back into the landing. Close call.
97.
ANDREWS
(whispers)
Okay children, we’re gonna creep
onto the rooftop and make our way
to the rear of the train. Stay low
and try not to be spotted.
Faith and Billy crawl onto the roof with care-
Then pop up and DASH for the rear.
RED IRISH
Hey!
Red Irish spots them, leaps from the tender and gives
chase, jumping right over Andrews’ head.
Andrews rolls his eyes at the kids’ disregard, then bolts
into the railcars, racing through the aisles.
EXT. ROOFTOPS - THE GENERAL - DAY
The kids struggle against the harsh wind. Trying to
maintain their balance. Red Irish races closer-
Below him, Andrews matches him car for car.
Billy trips. Faith goes back.
Red Irish nears their car-
And as he leaps over the gap towards them-
A hand reaches up from below drags him down.
Andrews slams him to the landing, knocking him out. He
takes his gun away, then climbs up to join the kids.
ANDREWS
Let’s do what I say next time, ok?
The children nod. Then they hear FOOTSTEPS-
Specs and Jim race over the rooftops right for them.
ANDREWS (CONT’D)
Come on! Let’s go!
They hop over the coupler gaps. Race across the cars.
The Raiders pursue them.
Andrews and the kids reach the final railcar. Leap down
to the landing. Assess:
The receding railroad tracks.
98.
ANDREWS (CONT’D)
We’re gonna have to jump off. Okay?
Andrews spots the Raiders approaching through the window.
ANDREWS (CONT’D)
On three, children. One, two-
The kids leap off and tumble to the foliage adjacent to
the tracks. Andrews watches as they roll away.
ANDREWS (CONT’D)
Three. Great.
As the General thunders down the hillside, Andrews takes
a deep breath and leaps off-
Landing on his feet and sprinting off to join the kids.
Bear, Jim and Specs crowd at the door. Jim aims. No shot.
Then they part as Knight appears. A vicious scowl.
KNIGHT
Good riddance.
SPECS
But the letters-
KNIGHT
We’ll find them. He said they’re on
board. Right now we got work to do!
EXT. GREEN RIVER BRIDGE - DAY
A mighty river runs through a large canyon, both sides of
the cliffs dotted with green spires, spanned by-
The majestic wooden GREEN RIVER BRIDGE. Crisscrossing oak
trestles arch over angry rapids. Quite a sight.
The General rolls around the bend and onto the bridge.
The Irish Brothers stop the train. The Raiders disembark.
Toothless Jim tosses out dynamite bundles.
KNIGHT
Let’s give them a show.
EXT. MOUNTAIN RIDGE - DAY
Andrews trudges up the green hillside. The kids trail
behind him. Dusty and disillusioned. They look back-
Below, the distant General sits on the bridge. The
Raiders scamper about setting charges.
99.
Faith stops walking. Watches. A well of emotions.

ANDREWS
Let’s keep it moving.
FAITH
What about the bridge?
ANDREWS
Bridge blows up.
FAITH
And Grant loses Shiloh. The war
goes on. That’s our fault.
She looks back at the General. Then at her brother.
ANDREWS
It’s not anybody’s fault. It’s war.
There’s no good guys or bad guys.
They’ll keep fighting and fighting-
But Faith locks eyes with Billy. Speaks to him.
FAITH
Unless we do something about it. We
gotta go back. We gotta stop them.
ANDREWS
Whoa, whoa, that’s a bad idea.
You’re just gonna get hurt. It
won’t solve anything.
But her resolution grows. She stands tall. Looks at him.
FAITH
It will for us. It’s the right
thing to do.
ANDREWS
There’s no right or wrong. It’s war-
FAITH
To you! It’s just war to you.
Faith stares at Billy, who looks between her and Andrews.
FAITH (CONT’D)
But this is other people’s lives.
Their homes. Their families. And we
just played with that. That’s why
we gotta go back and stop them.
Her eyes implore Billy. Working to convince him. They
share in a non-verbal sibling moment. Then he nods.
They turn around and march back down the trail.
100.
ANDREWS
Wait a minute! Those guys are not
playing games here. This is crazy!
Come back here! Children wait!
The kids slide down the trail and towards the bridge.
Andrews watches. Completely torn. Looks between the path
towards the bridge and the path to freedom. His humanity
bubbles up. He softens. Starts towards the bridge.
Then stops and turns. Heads the opposite direction.
INT. GREEN RIVER BRIDGE - DAY
The Raiders lean into the trestles to place the deadly
charges. Spool fuses up to the staging area on the bridge-
Unaware as Faith and Billy climb through the maze of
trestles and hunt down the planted dynamite bundles-
They remove the charges. One by one. Then toss them to
the raging river hundreds of feet below.
Faith looks down. The height seems endless. The WIND tugs
at her dress. SMACKS her in the face with a howl.
She starts around a girder and reaches-
Black Irish drops down and checks the bundle-
She ducks aside. Holds her breath. He departs. Close one.
She waves to Billy. She’s okay! He nods, spins, and SLIPS-
Lands on the thin trestle, grappling to gain his grip-
He can’t. His little fingers slide off. His body drifts
into an imminent fall, and his world slows to a crawl-
Faith’s hand shoots out and grabs his at the last second.
He spins up and their lock eyes. She’s got him. She tugs
him back up to the trestles. They shake off the scare.
The Raiders secure the last bundle. Adjourn to the train.
The kids hunt down the remaining charges. Tossing them
aside. Faith checks the area. Spots no more dynamite.
Triumphant, she grins, waves thumbs up to Billy-
A hand latches onto her wrist-
KNIGHT
You little-
101.
ON THE BRIDGE
Knight wrenches Faith up and pushes her to the tracks.
RED IRISH
The witch tossed our dynamite!
KNIGHT
You’ve screwed things up for the
last time! Where’s your hero now?
Toothless Jim threatens her with his gun-
Billy leaps onto the bridge. Slingshot out. Rock loaded.
BILLY
Alright you yella turkeys! Unhand
her or else.
TOOTHLESS JIM
Or else what?
Billy narrows his gaze. Jim in his sights.
BILLY
Aim. I’m the best. And release!
He lets go and sails his rock right into Jim’s face.
Jim recoils. The Raiders LAUGH at his expense. But Billy
lines up another rock, glares hard and lets it fly-
BANG!
Jim’s gun explodes from his hand. Jim, the Raiders, and
even Billy stare, shocked at the velocity of the impact.
Then they realize it wasn’t the rock. They all swivel-
Andrews stands on the bridge. Truly heroic. Smoke wisps
from his glistening gun, aimed right at the Raiders.
ANDREWS
Drop it or I drop you.
Faith and Billy perk up. Relieved. Knight twitches.
KNIGHT
You came back for these kids?
ANDREWS
I guess I did.
KNIGHT
Then you came back to die.
Knight’s hand falls to his gun. He glares at Andrews.
102.
Showdown. Stares. Fingers twitch. Andrews senses movement-

THE QUICK DRAW
Lightning fast. But as Knight pulls his gun, it shatters
in his hand by Andrews’ speeding bullet. Knight hoists up-
A mangled gun. Pulls a useless trigger. Utter surprise.
In a flash, Black Irish wrenches up a shotgun. BLAM!
Andrews ducks and rolls. Swings up. And FIRES-
Black Irish SCREAMS and flails back-
Falling off the bridge. The Raiders turn.
RED IRISH
Me brother!
Red Irish stares in horror, then pitches over after him-
RED IRISH (CONT’D)
Aiiiiiiii!
Shocked and furious, the Raiders spin back with guns-
Andrews cocks his pistol.
ANDREWS
Anyone else? It’d be my pleasure.
Knight grimaces. Motions for the Raiders to hold. Then he
wrenches the kids up, tosses them towards Andrews-
KNIGHT
Take them. Get out of here.
The kids can’t believe it. They rise and march towards
Andrews. Nervous but excited. Step by step.
Andrews keeps his gun locked on the angry Raiders.
Their fingers twitch over their guns.
The kids pick up the pace. Legs move faster.
The gap closes. They’re almost to Andrews.
He eyes the Raiders. Kids within his grasp-
Suddenly-
BOOM!
They collapse to their feet as a CANNONBALL rips through
a passenger car. Wood SPLINTERS. The bridge shakes.
103.
Everyone ducks. Covers their ears. Then looks up at-

THE UNION CAVALRY
Holds the opposite cliff side. Two cannons. Twenty
horses. And fifty men. Aimed at the General and bridge.
Union FIRE dinks off the train. The Raiders raise their
hankies. Hide their faces. RETURN FIRE.
KNIGHT (CONT’D)
Positions!
Andrews ducks. Scans the area for the children-
Who cower behind a train car. It’s a total war zone!
ANDREWS
Children! This way!
They spot Andrews waving and dash for him-
When ANOTHER CANNONBALL blasts through the last car-
It timbers off the bridge and starts to drag other cars
with it, snaking right towards Andrews and the kids.
ANDREWS (CONT’D)
Wonderful.
The second car spins off the bridge, drags the third car
twisting off the tracks and right for them-
Andrews scoops up the kids to race away, but the third
car THUNDERS towards them and in one swoop-
Brushes them right off the bridge.
Billy’s pants material catches on a trestle edge,
flipping him upsidedown, hard against the frame.
Andrews grabs hold of the trestles and snatches Faith’s
hand mid-air. She SCREAMS. They both look up-
Billy dangles by his slacks’ caught fabric.
The last three railcars teeter. Held in place by the
weight of the rest of the train. But the TWISTED COUPLER-
Bends under the strain.
Faith’s hand starts to slide. Andrews grapples-
ANDREWS (CONT’D)
Faith!
But her hand slips and she falls-
104.
Onto a trestle below. She latches on. But just barely.

Andrews shakes his head in disbelief. He leans through a
broken window on the dangling train. Rummages around.
BILLY
Andrews. I’m upsidedown.
ANDREWS
Not now, I’m saving your sister.
FAITH
You are? Can you speed it up?
Billy looks at his slacks. As he leans up, the material
RIPS more. He gulps, then flips back upsidedown. Looks up-
The three rail cars loom right over him. And above, the
twisted coupler GROANS more, about to break any second.
Andrews reaches deeper into the hanging car. Finally
extracts a colorful parasol. Dangles it down to Faith.
ANDREWS
Grab on!
Faith struggles to reach up with her free hand. Fails.
Billy’s pants RIP again. He assesses the material. Not
much left to work with. He looks down to Andrews.
BILLY
Andrews-
ANDREWS
One child at a time.
Faith tries a second time. No luck. She gathers strength-
ANDREWS (CONT’D)
Take all day, why don’t you?!
Faith scowls. Then latches onto the parasol.
And in that second, the twisted coupler above SNAPS-
-and the three derailed cars careen off the bridge,
dragging the fourth car with them, right at-
Andrews and the children. Billy squirms in total panic-
-and his pants TEAR APART. He drops as-
Andrews tugs Faith up, spins to see Billy falling-
He drops his gun, which spirals below, and leans out to-
105.
Catch Billy at the very last second.

Andrews presses them against the trestles, hugging steel
girders as-
The three cars snake by them, inches away. Andrews
balances, holding the kids, and wincing at the near miss-
The wreckage plummets past them-
A TERRIBLE CRASH below-
Wind and water erupts upwards. The bridge shakes. Finally-
The blast settles. Just GUNFIRE and SHOUTS from above.
ANDREWS (CONT’D)
No more of that.
The children start to climb up onto the bridge-
When Knight’s boots land by their little hands. The kids
GASP and duck back into the trestles. Just out of sight.
AT THE LOCOMOTIVE
The Raiders join Knight. Pressed back and pinned down.
SPECS
Knight! What’s the plan? We’re
outgunned and out of dynamite!
Knight watches as the Union presses onto the bridge. Then
his eyes fall to the General’s mighty locomotive.
KNIGHT
We don’t need dynamite. We got a
bomb right here with the engine-
TOOTHLESS JIM
What about the bridge?
KNIGHT
We’ll blow the train in the open
countryside. With that mess, we’ll
buy Beauregard a day or two!
They board the General and prepare to depart, hailing
GUNFIRE onto the Union as the train lurches forward.
IN THE TRESTLES
Faith and Billy exchange a look, having just heard
Knight’s new plan. Their eyes wide with horror.
BILLY
He’s gonna blow up dad’s train.
106.
FAITH
The Cavalry will never catch the
General once it gets going. We
gotta stop them.
BILLY
We almost just got killed!
FAITH
Pull it together Billy. The fate of
the Union depends on us now.
Faith helps Billy up onto the bridge, and together-
ANDREWS
Wait! Children, wait!
They run after the accelerating train. Legs pump hard.
Andrews pulls himself up from the trestles below-
Just in time to see the kids board the departing General.
ANDREWS (CONT’D)
Oh, you foolish children. You very,
very foolish children!
As the train plows through, the Union soldiers duck and
FIRE on the train, as it disappears into the countryside.
Then they turn. Spot Andrews on the tracks. Guns swivel-
ANDREWS (CONT’D)
Uh-oh.
They bolt towards him. He turns and runs-
A CHUGGING SOUND stops everyone in their tracks. All eyes
look up the tracks beyond-
The TEXAS locomotive rumbles onto the bridge. Accelerates
at full steam. A behemoth bearing down on them.
Andrews and the Soldiers sprint for the ridge’s safety.
The train narrows the gap. The WHISTLE blows. Furious.
A hundred feet still separates them from harm. Andrews
looks back at the iron monster about to crush them.
With a surge of adrenaline, the men push the last stretch-
-and leap-
The Texas thunders through. Horses rear. Soldiers dive-
Then look up at the retreating titan. On the rear car-
107.
Andrews hangs. Gives them a playful wave.

INT. LOCOMOTIVE - THE TEXAS - DAY
Fuller ignores the SHOUTS and WAVING SOLDIERS. Then he
senses something. In an instant, he spins, gun raised-
Andrews stands on the tender. Hands up.
ANDREWS
Don’t shoot. I’m a Union captain
and I need your train.
FULLER
You can’t have it.
ANDREWS
I have orders to stop that train.
FULLER
I know. I sent those orders...
Fuller lowers his gun.
FULLER (CONT’D)
My kids are on board.
Andrews pauses. A grand realization.
ANDREWS
Then I’ll help you get them back.
The General ZOOMS along. Knight collects himself.
KNIGHT
Let’s get this engine hot enough,
get off this horse and watch the
fireworks.
TOOTHLESS JIM
Knight! You won’t believe this.
Jim points behind them at-
The Texas in the near distance. At full steam. Ominous.
KNIGHT
Shovel that wood!
They grimace at the empty tender.
Jim and Bear find wood trunks and crates. Drag them away.
Faith and Billy emerge from their hiding spot.
108.
BILLY
How are we gonna stop them?
FAITH
We’re not. We’ll stop the train. We
just gotta get to the engine.
Andrews surveys their progress. Turns. Watches Fuller
work like mad with the shovel. Impressed.
FULLER
How about some help?
ANDREWS
Oh, did you need help?
Andrews joins in the task.
SERIES OF SHOTS
The two locomotives rumble away.
The General tries to keep distance from the Texas.
The Texas inches closer and closer in the open country.
Fuller tweaks instruments. Makes modifications. Uses
every ounce of his expertise to maximize performance.
And as the chase unfolds, Faith and Billy sneak their way
towards the front of the train. Hide under seats. Creep
through couplers. Hang off the side of the cars.
Bear smashes wooden trunks in the tender. The remaining
Raiders shovel the pieces into the furnace. Desperate.
Resolve on everyone’s faces.
The ULTIMATE TRAIN RACE.
Faith and Billy slip into the front passenger car, when
they hear a NOISE and duck under a seat-
Specs marches through. Stops right at the children’s
hiding place. They GASP. He reaches over the seat-
And pulls a carrying case. Extracts his rifle.
With his back turned, the children sneak out of the car.
109.

Andrews relishes as they near the General. Fuller burns a
slew of logs, then hands one end of a rope to Andrews.
FULLER
Tie this to the throttle.
Fuller slides out of the cab with the rest of the rope.
Andrews secures the rope to the throttle.
EXT. LOCOMOTIVE - THE TEXAS - CONTINUOUS
Fuller climbs along the engine pipe. Spools rope out
behind him as he goes. Andrews follows.
The gap between the two trains continues to close.
Just as Fuller eases down onto the grill-
Spec’s rifle slips through the rear door. The muzzle aims
at the oblivious Fuller. The glint of the scope alerts-
Andrews. Thinking quick, he yanks Fuller’s rope taut-
INSIDE THE TEXAS LOCOMOTIVE
The throttle launches forward.
THE TEXAS
Blasts ahead. Rams the General.
Specs’ rifle goes askew. It FIRES off into the distance.
Andrews pulls the gun from Fuller’s belt, raises it-
Locks eyes with Specs, who bolts another round-
Andrews FIRES. Specs flinches and falls from the train.
Fuller and Andrews share a look. Andrews offers the gun.
FULLER
Keep it.
Faith and Billy reach the front passenger car. They peer
out the front door’s window, over the tender-
Where Knight and Toothless Jim hold the locomotive.
FAITH
We gotta distract them.
110.
BILLY
How the heck we gonna do that?
FAITH
I don’t know, we gotta think of
something to get to the engine.
They turn and look up at the window-
TOOTHLESS JIM stares right down at them!
They freak out. Bolt for it.
EXT. LOCOMOTIVE - THE TEXAS - DAY
Wasting no time, Andrews leaps to the General’s last car
as the gap begins to widen. Then extends a hand to Fuller-
When Bear’s huge arms launch around Andrews’ neck and
drag him into the car. The gun clatters to the floor.
Toothless Jim swings open the door-
Finds the train car vacant. He scans with his gun.
Overturned baggage. Empty seats. Jim stops on-
The oversized trunk (from earlier). He grins. Moves
towards it. Closer. Closer. He throws the lid up-
Empty.
Above him, Faith and Billy hide wedged up in the cupola
(a 360 degree lookout on the roof of the railcar). They
strain to stay still and remain supported.
Billy grits his teeth. Struggling to hold.
Faith looks over concerned. Billy tries to stay up and-
Falls below, landing right on top of Toothless Jim.
Faith follows her brother, smashing Jim again.
FAITH
Come on! Run!
She grabs his hand, and together, they leap up and run-
Right into Knight! He grabs their arms. Smiles.
INT. REAR PASSENGER CAR - THE GENERAL - DAY
Fuller watches as the gap between the Texas and General
widens. He crouches on the edge of the front gate and-
111.
Leaps across. His body hits the ledge, but-

His feet land on the tracks below. Drag along. He GROANS-
But latches onto the train and pulls himself up.
Bear smashes Andrews against the windows and seats.
ANDREWS
Had enough, eh?
(smash)
I accept your surrender.
(smash)
Ugh.
Fuller stumbles inside. Drops the coil of rope to the
floor. It spools away towards its origin on the Texas.
He grabs a nearby bag. Throws it at Bear, only-
To hit Andrews in the face. Bear spots his new adversary.
He drops Andrews to the floor and lumbers towards Fuller-
FULLER
Easy fella, easy.
EXT. LOCOMOTIVE - THE GENERAL - DAY
Jim aims a gun on the kids as Knight examines the engine.
KNIGHT
This thing is fin to blow.
He grabs a shovel, smiles at the kids-
And SMASHES the controls. Again and again. Pipes burst.
Valves crack. Knight gives a sinister smile. Then-
KNIGHT (CONT’D)
Up with you. We’re out of here.
He motions for the kids to rise. Pushes them out of the
locomotive. Leaving the pressure dial creeping past 200-
Towards a highlighted red zone.
Fuller backs away from Bear. Step by step. Then-
Swings. Catches Bear in the stomach. Again and again.
Looks up. Bear smiles. Not fazed.
His mighty hands choke Fuller, who claws the ogre’s grasp-
112.
Andrews leaps onto Bear’s back, trying to put him into a

sleeper hold. Rather useless. Bear swats at Andrews.
ANDREWS
My god, where is your neck?
Fuller looks around for something to stop him. He spots-
The spooling rope...attached to the Texas, continuing to
creep away from the General. Almost gone.
Fuller dives for the rope. Lashes it around Bear’s ankle-
And ties it off as the spooling rope finally goes taut-
Bear feels the tug. Andrews jumps off him.
All the might of the slowing Texas pulls on Bear. He
stumbles backwards, step after step...towards the door-
But latches onto the sides of the doorway. Using all of
his strength to resist the pull. He smiles.
Fuller stands. Raises a bag. Smashes him in the face.
The giant releases his grasp-
And flies out.
Fuller watches from the doorway. Then turns to Andrews.
They share a smile. Their teamwork a success!
ANDREWS (CONT’D)
I had things under control.
Suddenly, the wood near Fuller’s face EXPLODES.
They duck and roll for cover, then spot-
Knight and Toothless Jim hold the two kids captive.
Faith and Billy see Fuller. Their eyes light up.
FAITH AND BILLY
Pa!
FULLER
Faith! William!
Andrews finds his gun nearby, spins and aims-
BANG! Knight and Jim scramble for cover, dragging the
kids with them. They return FIRE. Bullets ricochet.
KNIGHT
Come back to help, you molly!
113.
Fuller catches the familiarity. Turns to Andrews. Glares.

FULLER
You’re one of them?
ANDREWS
I was relieved of my duty.
Fuller pauses. Studies Andrews. Then accepts it.
FULLER
Those are my children.
Andrews leans out and SHOUTS-
ANDREWS
We just want the children!
KNIGHT
They’re my insurance policy now.
You best just back up and let us
off this train. Engine’s set to
blow and I’m ready to die for my
convictions. Are you?
Andrews and Fuller share a concerned look.
ANDREWS
He means what he says. We need to
get up there and fix it.
FULLER
No time. We need to unhook the
locomotive from the rest of the
train, or we’re all done for.
ANDREWS
Alright. You get your children.
They exchange a final moment. Good luck before battle.
Andrews rises and FIRES twice, then ducks out the back.
Knight spots his exit, then looks up. Listens as RUNNING
echoes from the rooftop above. Headed towards the engine.
KNIGHT
He’s not gonna mess this up now!
Knight nods to Toothless Jim, then races out of the car.
Faith sees a moment, reaches up and grabs the lit cigar
in Jim’s lips. Presses it into his thigh.
He SCREAMS and pushes her back. Checks his burn, then
recovers and raises his gun on the aisle-
Fuller runs at full speed and knocks Jim down.
114.

From the front passenger car rooftop, Andrews spots:
The engine. Sparks fly. The hull shakes. The pressure
dial hits 250. Climbing towards the red.
Andrews leaps to the tender and-
Knight tackles him. They exchange blows.
The SHOWDOWN begins.
Toothless Jim turns the tables on Fuller. Pummels him.
Pushes him into a window. GLASS CRACKS.
The two men stare off face to face. Jim bears his
disgusting black teeth-
And leans out to bite Fuller, who recoils in horror. A
vicious Jim chomps down on his ear-
Andrews and Knight battle across the tender. Andrews gets
loose, lunges for the locomotive’s coupler-
Knight drags him across the tender.
KNIGHT
Oh no! You just come back here. I
need that pin right where it is.
Knight finds a shovel and swings it down on Andrews.
KNIGHT (CONT’D)
Why are you even here Andrews?!
There’s no money here for you.
He brings the shovel onto Andrews neck. Chokes him.
KNIGHT (CONT’D)
You can’t stop it. The train’s
gonna blow. The cars will pile up-
ANDREWS
And we’ll both be caught. Union’s
right behind us. Why don’t we just
shake hands and call it a day?
KNIGHT
No thanks.
Suddenly, a SMALL EXPLOSION JOLTS the train, tossing
Knight right off Andrews and across the tender.
115.
The pressure dial climbs past 300! The engine HOWLS.

Pipes burst off. Bolts fly off like bullets-
Zipping past Andrews’ face. He shakes it off, rises-
And rushes for the coupler. About to grab the pin-
Knight rushes him. They collapse into the locomotive.
Faith and Billy recover from the mighty jolt. They look
up. Fuller lies on the ground, holding his bloody head.
Toothless Jim rises. Spots the kids. Smiles.
He marches towards them. Menacing. They back away-
But in a flash, he lashes the children close. CACKLES.
Fuller leaps on his back. Spins him around.
And punches him. Again and again. Even the trained
soldier can’t withstand Fuller’s paternal instincts.
They share a breath. Fuller glares Jim down. And-
FULLER
Get off my train.
Slams him through the broken window. Jim flies out-
TOOTHLESS JIM
Gaaaaaaaaaaaah!
Disappearing into the fast moving countryside.
Fuller turns to his children. They stare up at him. A
mixture of relief and shame for their situation.
FULLER
Faith. William. I-
They hug him. And slowly, he gives in and reciprocates. A
sea of emotions for all of them. Then Faith parts and-
FAITH
We’ve gotta save the train.
BILLY
Yeah, we can do it if we get to the
blast pipes. Come on-
Faith and Billy try to lead Fuller off. He stops them.
FULLER
It’s too late.
116.
The children look back. Confused.

FAITH
But your train-
FULLER
It’s okay. It’s not important.
Faith and Billy look surprised at their father: the
train’s not the most important thing to him anymore.
He takes their hands and starts to lead them away-
FAITH
Wait! What about Andrews?
The train shakes. Andrews and Knight spar with ruthless
punches in the locomotive. Knight swings the shovel-
Andrews blocks with a piece of luggage. He’s worn down.
FAITH (O.C.)
Andrews!
He turns and spots Fuller and the children across the
tender at the first passenger car door.
BOOM!
The furnace door flies through the air-
Almost hitting Faith and Billy. Fuller pulls them back.
The pressure gauge dances right up to 350! INTO THE RED.
More bolts shoot out. Steam erupts. The engine SCREAMS.
FLAMES from the furnace blaze out. Engulf the tender.
Floorboards ignite. The FIRE grows.
Andrews cowers back from the inferno. Knight grabs him-
Tosses him back against the General.
KNIGHT
End of the line.
The smoke stack BLOWS. Black iron wrenches in various
directions. The engine’s final warning.
FULLER
It’s gonna blow!
FAITH
Get out of there!
117.
Andrews looks between the flaming tender and the shaking

temperature gauge: 400! His last chance to escape. Then-
He watches as Fuller pushes onto the tender, trying to
come to Andrews’ rescue. He looks right at the conductor-
Then locks eyes with the two children.
Time slows as Andrews weighs his final moments-
Then he twists back to Knight and head butts him.
Knight falls back and Andrews dives-
For the locomotive coupler. Pulls the pin-
And shares a last look with Fuller-
The rest of the train pulls away-
Knight spots the retreating cars.
KNIGHT
No!
The children watch as the General speeds away, flames and
steam pouring from the angry engine. Then suddenly-
The GENERAL EXPLODES!
Fuller looks at his beloved train, as it leaps off the
tracks and lands back down. Wood and iron fly everywhere.
Fuller realizes they’re still coasting right for the
wreckage. Fast. He grabs his kids and they spin-
A FIREBALL from the General erupts. Blasts towards them.
They race back through the last three cars. Debris flies
past them. Fuller reaches the final car-
-Unlocks the coupler-
And throws his children down. The flames lick them. More
debris and wreckage fly overhead.
The General rolls and derails, tumbling off the tracks.
The other cars zoom past the wreckage, slow in speed-
And finally stop. The final car, with Fuller and his
kids, coasts to a stop inches short of the collision.
Fuller covers his children until he is certain the danger
has passed. He pulls them up. Checks them for injury.
118.
FULLER
Faith? William?
The entire family lies caked in soot, but seems unharmed.
The children squeeze him in embrace. He pulls them close.
In the distance, through the final doorway, Fuller spots-
The Union Cavalry approaching alongside the Yonah.
FADE TO BLACK
INT. MILITARY MEDICAL TENT - DAY
A NURSE tends to-
Fuller. Beaten and bruised. He wears a distant look.
The tent flap whips open and Sergeant Epps marches in.
Pushes the Nurse aside. Stares Fuller down.
SERGEANT EPPS
I don’t know what made you
Huckleberry above a Persimmon back
at Louisville, but stealing two
trains and operating outside the
chain of command is not my idea of
being a hero, Conductor Fuller.
Fuller steps away from Epps and bandages his own arm up.
SERGEANT EPPS (CONT’D)
Do you hear me, Fuller? You will
answer for these transgressions.
MURPHY (O.C.)
Excuse me, Sergeant.
They spin to see Murphy standing at the tent flap.
MURPHY (CONT’D)
Those trains were A&R locomotives.
And since I’m the railroad Foreman,
I don’t think we’ll pursue legal
action against Conductor Fuller.
Epps glares. Murphy isn’t fazed. The Sergeant swallows,
then pivots and faces off against Fuller.
SERGEANT EPPS
I understand you are accepting a
war post. We shall see about that.
The Sergeant grins. And starts out-
119.
FULLER
Sergeant. You can keep the post. I
won’t be taking it. There’s more
important things for me to tend to.
Epps pauses. Even more irate. And marches off.
Fuller turns to Murphy. A look of thanks says it all.
EXT. MILITARY OUTPOST - DAY
Fuller emerges into the atmosphere of a country at war.
He spots his children sitting on some nearby crates.
Marches over to them. Faith and Billy stand. Solemn.
FAITH
Pa, we’ve been thinking. We’re
ready to accept whatever must be.
FULLER
We’ll talk once we get back.
Their faces fall. He maintains his stoic poise-
FULLER (CONT’D)
Back home to Columbus.
They look up. Surprised. Excited. They hug him. He takes
them in. The most natural smile of the entire day.
FAITH
We heard the tracks were clear. Did
the Union made it through-
BILLY
Did they make it in time?
FAITH
Will they stop the Confederacy?
Will the fighting finally stop?
The kids search for hope. Fuller’s face remains unsure.
FULLER
I don’t know. Only time will tell.
What’s important is that we’re
together...as a family.
COMMOTION nearby peeks their interest-
A group of UNION SOLDIERS drag a prisoner in shackles.
The children lean in. It couldn’t be?
The Soldiers lead him towards a small transport TRAIN on
the tracks. Prepare to load him on board-
120.
He lifts his head. The children GASP-

It’s Andrews! Ravaged by the ordeal. But alive.
The children release their father and race for him-
FAITH AND BILLY
Wait! Wait!
SOLDIER
Stay back! He’s a Confederate spy.
Andrews looks up. Spots the kids. His white grin emerges.
BILLY
We just wanna talk to him.
SOLDIER
He’s got nothing good to say.
ANDREWS
Dear sir, my hands are bound and
I’m headed to the gallows. Surely
you’ll allow a dying Christian a
final chance to right his wrongs
and direct these children not to
follow in my wayward footsteps. Do
I look like a bad guy to you?
SOLDIER
Make it fast.
FAITH
We saw the train blow up! How-
ANDREWS
I jumped...or flew...I was kinda
thrown. I remember...chains.
BILLY
And Knight?
ANDREWS
He flew too. In many directions.
SOLDIER
That’s enough. Let’s go.
The Soldiers haul him away, but Andrews waves them off-
ANDREWS
(shouting)
Wait! Don’t you see! This war is
tearing us apart, and who suffers
in the end? Our poor children!
Andrews raises his hands in spectacle. The Soldiers pause
their departure. PASSERSBY stop to observe the display.
121.
Even Fuller watches with a keen eye.

ANDREWS (CONT’D)
We’re all just men and women, and
what are we fighting for? I’ve been
after money and fortune, but I’ve
changed. I’ve realized what really
matters is the future. And the
future is...our children. Don’t let
these children suffer like I have!
Don’t let it happen!
Then he collapses onto Faith. Buries his face in her
hair. The Soldiers leap forward and pry him away-
He WEEPS like a baby. The children share a confused look.
The Soldiers load him into a jail cell on the railcar.
SOLDIER
Enough from you! Let’s get going!
BILLY
Wait! What’s gonna happen to him?
FAITH
Yeah. What’s gonna happen to you?
Andrews pauses. A smirk forms on his face.
ANDREWS
I’ll scrape by, my dear. Always do.
He grins a devilish white smile...and reveals-
Another of Faith’s hairpins lying on his tongue.
He closes his mouth as the Soldiers lock him in.
Faith and Billy back up to their father-
The Soldiers climb aboard the train. It moves forward.
Fuller puts his hands around his children, and they share
a warm look, as they watch the train chug down the tracks-
And into the horizon.
FADE OUT:
AFTERWORD
“James Andrews was sentenced by the Union to be hung as a
spy. One week after the hearing, he broke out of Swims
Jail and escaped...in a stolen train.”

The Great Train Adventure

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The Great Train Adventure

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Suddenly, a hand spins him around, belonging to-

NEWSPAPER BOYS wield the daily edition to PASSENGERS.

Fuller hands the thrashing bundle to the desperate Farmer-

INT. LUGGAGE COMPARTMENT - THE GENERAL - DAWN

Fuller stares at the two empty seats. Lost in thought.

A glower of determination. He spins back and-

Faith and Billy jump. Start to retreat. Quickly, Andrews

Knight, Jim and Specs stand at attention while Andrews

EXT. FRONT PASSENGER CAR - THE GENERAL - DAY

Bear approaches the platform deck and begins ripping

EXT. HILLSIDE - DAY

Andrews spins to the kids. Ready to strike a deal-

Faith and Billy turn white. In complete shock.

EXT. TRACKS - DAY

The General idles with a bird’s eye view of the Iron

Andrews returns. Kids in tow.

EXT. LOUISVILLE STATION - DAY

MADAME JOSEPHINE DE ROUX. 30s. Fishnets. Corset and

EXT. LOUISVILLE BAZAAR - DAY

She rises. Andrews lashes her back to the table.

Ned points. Carved in the wood, ‘Nasty Ned Cartwright’.

Josephine pulls away. Andrews drags her back into his

Bear’s large frame prevents his pursuit into the melee.

Amidst taking punches, Andrews spots the final darting

They rush towards the menacing sabotaged tracks.

The ride builds, jumping small breaks in the tracks,

Specs extends his hand. Andrews thumbs his coat. He

Andrews presents the dress. She debates, then turns her

EXT. IRON FOUNDRY - DAY

INT. CUSHMAN’S OFFICE - LOUISVILLE STATION - DAY

EXT. MOUNTAIN TRAIL - DAY

EXT. RAILROAD CAMP - DAY

She swings her feather boa around his neck-

INT. MESS TENT - RAILROAD CAMP - DAY

Specs disperses their guns from a sack and FIRES shots at

And in a swift motion, she snatches a gun from the

EXT. LOUISVILLE STATION - DAY

He snaps to. His mind works fast. Yanks Cain close.

The smokestack of a train. Not far behind.

The flaming car bursts from the tunnel at top speed.

INSIDE THE WILLIAM R SMITH

Faith stops walking. Watches. A well of emotions.

Showdown. Stares. Fingers twitch. Andrews senses movement-

Everyone ducks. Covers their ears. Then looks up at-

Onto a trestle below. She latches on. But just barely.

Catch Billy at the very last second.

Andrews hangs. Gives them a playful wave.

INT. LOCOMOTIVE - THE TEXAS - DAY

Leaps across. His body hits the ledge, but-

Andrews leaps onto Bear’s back, trying to put him into a

Fuller catches the familiarity. Turns to Andrews. Glares.

INT. LOCOMOTIVE - THE GENERAL - DAY

The pressure dial climbs past 300! The engine HOWLS.

The children look back. Confused.

Andrews looks between the flaming tender and the shaking

He lifts his head. The children GASP-

Even Fuller watches with a keen eye.

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