The film opens with the theft of 100 pounds of gold (in the form of four gold bars) from a secret army stash entrusted by Captain Shipley (James Whitmore) to dedicated MSgt. Henry Foggers (Claude Akins). Foggers, however, is actually part of a heist team that includes Doc Quinlen (Roy Jenson), hulking goon Hilb (Timothy Carey), and hostage Ben (Harry Davis). After stealing the gold Quinlen decides to bury it out in the desert for safekeeping, at the third waterhole.

Later, in another town, Quinlen challenges grifter Lewton Cole (James Coburn) to a duel, and when Cole shoots Quinlen dead, he discovers the map leading to the waterhole. Wanted for Quinlen's "murder," Cole is identified by crooked Sheriff Copperud (Carroll O'Connor), and most of the film follows their uneasy alliance to get the gold and keep it out of the hands of Foggers and Hilb, who naturally want it for themselves.

Waterhole #3 has little to offer apart from the somewhat interesting relationship between Cole and Copperud, devious types with nothing in common other than a burning desire to become rich and a like-minded misogyny. It is perhaps this latter characteristic that in its day gave Waterhole #3 its limited reputation. In the midst of stealing Copperud's prized horse, Cole is confronted by the sheriff's daughter, Billee (Margaret Blye), an attractive blonde. This leads to a wildly inappropriate comic-rape, in which Billee kicks and screams but soon willingly surrenders to Cole's charms. (The same thing happens in 1964's Goldfinger, in which James Bond not only essentially rapes Pussy Galore, but in so doing converts the heretofore lesbian to devout heterosexuality.) Further, when Copperud learns of this, he easily forgives Cole because, well, his daughter is gorgeous.

Produced just prior to the introduction of the MPAA's official rating system, Waterhole #3 was released at a time of newfound permissiveness, when formerly taboo subjects could actually be discussed and to some degree shown in mainstream Hollywood movies, and the business about the rape was a byproduct of that transitional period. Looking at it now, it doesn't seem so much as offensive as simply embarrassing, like watching an eight-year-old child tell his first dirty joke to a bunch of his pals. You can almost hear the filmmakers snickering at their allegedly clever offensiveness - Cole calls the deed "assault with a friendly weapon," which makes me wonder if any real rapists ever quoted Coburn in their defense.

The rest of the film is just a series of double-crosses with the gold changing hands more frequently than Jimmy Stewart's Winchester '73 (1950). Blake Edwards produced the film (though the IMDb is unaware of this), and though directed by prolific TV director William A. Graham (The Amazing Howard Hughes) it bears Edwards's stamp. The rather atypical cast consists of actors who had worked for Edwards before; both Coburn and O'Connor had starred in the dreary What Did You Do in the War, Daddy? (1966). Coburn, at the peak of his starring career, nonetheless made mostly bad movies from the mid-1960s through the early-'70s. By the time his films improved (Duck You Sucker, Harry in Your Pocket) his box office allure had waned. O'Connor was a rising character star but his second-lead role here is a surprise, suggesting that he may not have been everyone's first choice for the part. As was common for him during the 1960s, O'Connor's character and his playing of it is broad and grouchy; he's like a dog baring teeth and growling because someone's touching his supper dish.

The film includes some good supporting actors, but most are wasted (The Reivers' Rupert Crosse hangs in the background and has no lines) or, as with Whitmore, Joan Blondell (as a cathouse madam) and others, given inferior material. Irrepressible Timothy Carey is in his own world, playing another wild eccentric that neither helps nor improves the picture. Balladeer Roger Miller narrates the film throughout, but his songs ("Code of the West") only tell the audience what they already have seen, or things they don't need to know.

Video & Audio

Another bare-bones release from Paramount, Waterhole #3 has no Extra Features or alternate language options. There are English subtitles but that's it. The Dolby Digital mono sound is acceptable. Released in Techniscope, the 16:9 anamorphic image has strong color (original prints by Technicolor) and an okay if somewhat grainy image, owing to that particular wide screen system.

Parting Thoughts

James Coburn was an immensely likable, rascally talent with several classic Westerns to his credit, but that chimp-like toothy grin could only carry him so far, and films like this and Dead Heat on a Merry-Go-Round (1966) helped squander his rise as a box office force. Mostly, Waterhole #3 is a big nothing.

Stuart Galbraith IV is a Kyoto-based film historian whose work includes The Emperor and the Wolf - The Lives and Films of Akira Kurosawa and Toshiro Mifune and Taschen's forthcoming Cinema Nippon. Visit Stuart's Cine Blogarama here.