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Hattie Silk and her niece Liz Beaumont are traveling from New Orleans, where their family was devastated by losses after the civil war, to San Francisco where Hattie has friends. A fellow creepy traveler named Sam Hare sees the women have not been eating and correctly assumes they are broke. Hare has designs on Liz, who is certainly an attractive young woman as appearances go, and buys them a meal in the hopes of sparking some kind of relationship. The women rebuff Hare's efforts to play up to them.

After arriving in Dodge City, Hattie convinces Kitty Russell to give her a job entertaining older male customers in the Long Branch Saloon. When a drunken Sam Hare begins harassing Hattie in the Long Branch, another Dodge resident named Jud Briar comes to her rescue. It is "love at first sight" for Hattie and Jud, and they are soon engaged to be married.

The thought of having to settle in Dodge City instead of San Francisco is not acceptable to the petulant Liz, and she hatches a scheme to interfere with her aunt's marriage intentions. The plan includes using her sex appeal as a means to achieve her desired end.

Given the history of Gunsmoke and the writers' tendencies toward tragic endings, this story could have gone a few different ways. I don't want to give away anything important, but everything transpires with some surprises along the way, including Matt Dillon threatening to kill someone.

This is one of those episodes where the regular cast is on the periphery of most of the action, even though almost the entire story takes place within Dodge City.

The cast of guests in this episode is outstanding. Eileen Heckart is Hattie Silk. Heckart made her name on Broadway and was nominated for several Tony awards. She was also nominated for both Oscars and Golden Globe awards for her work in films and eventually won an Oscar for her role in the film Butterflies Are Free and an Emmy for her role in Save Me A Place at Forest Lawn.

Katherine Ross makes her second and final Gunsmoke appearance as Liz Beaumont. The other appearance for Ross took place earlier in Season 10 in "Crooked Mile." The Liz Beaumont character here is quite different than the Susan Degler character from the earlier episode.

Clifton James plays the Sam Hare part with the appropriate amount of sleaziness. James would later make a bigger mark as the boisterous Sheriff J.W. Pepper in the James Bond films Live and Let Die and The Man With the Golden Gun.

A couple of familiar Gunsmoke faces also appear in this episode. R.G. Armstrong plays Jud Briar, and Michael Forest is Ray Pate. Both men were veteran character actors that appeared in many television shows during the time this episode was filmed.

I dont feel I have to write the entire plot here as this site. ALREADY HAS PROS DOING THAT. so ill just say, funny, well performed show with a rewarding " comeupance" story line.

EVERYTHING works brilliantly in this show. I can't say enough about Eileen Heckart's performance, which pulls you in from her very first line. And Clifton James is remarkably restrained and focused, in a role that could have easily fallen into caricature (think Jacques Aubuchon in "Bank Baby"; no...then again, I'd rather not). No surprise that James graduated from the Actor's Studio, so subtle and real is his performance.

The direction and camera work are also flawless; you REALLY get a sense of the essence of each character and what makes them "tick". Almost every shot is beautifully composed, with texture, depth and lighting all serving to enhance the interplay of the characters. Check the staging, camera, and editing in the Long Branch sequence where Clifton James gets decked by R. G. Armstrong; or Katherine Ross on the hotel balcony with James below reading his newspaper totally surrounded by darkness. I'm tellin' ya, this show is superb in every way, worthy of the best feature film-making.

VERY strong script, too, with a number of unexpected twists..but very well plotted and laid out. Yes, you might ask why Steve Forrest and Katherine Ross (in a very HOT scene for the time) didn't just up-and-leave for San Francisco together and avoid the confrontation..but then, there was the matter of $500 which Steve stood to earn.

The building of intensity near the end.....as the imposing Steve Forrest begins to ride out of town, is MASTERFUL in its writing, direction, and camera work. Festus' unexpected intervention leading to the big fistfight is so damn' cool, as is the performance of RG Armstrong, who I was glad to see in such a prominent role; he was one of the true greats.

Then there's the final twist. After so much tension, as we all "pull for" RG and Eileen to make it through their ordeal alive, I let out a big, hearty laugh at the final shot. Now THAT was the perfect way to tie it all together!

Also, the library music cues were very well chosen and expertly matched to the action.

One of the absolute best, a real treasure. I'd rate it alongside Season 7's "Long, Long Trail" and "Apprentice Doc", which is the highest praise I can give it (well..not really; I doubt that "The Gallows" will ever be topped). LR.

PS-- Katherine Ross' "60's Babe" make-up was only moderately annoying. Also, the script, being tightly written and complex, does NOT need any padding with "comic relief" scenes between Festus and Doc. In fact, this is probably Doc Adam's shortest-ever appearance; a silent, background shot in his office. (Note: Hank Patterson is listed in the credits, but doesn't appear onscreen, and Glenn Strange is only glimpsed briefly in the distance, but is still credited).

Anytime there is an episode that features Eileen Heckart you know that you are in for a fine performance. And with this script, the fine performance turns into a entertaining show. This episode has everything you need to make in one of the better shows in the series.

Hattie Silk (Heckart) and her niece Liz Beaumont (Katharine Ross) are on their way to San Francisco and have ran out of money in Dodge. Hattie gets a job at the Lone Branch being nice to the older clients. She tells Liz that when enough money is raised they will began their trek out west.

While on the trip into Dodge there was this man on the stage named Sam Hare that was being nice to Liz. However, Liz did not want anything to do with him. But when Hattie gets sweet on a widower rancher named Jud Brair (R.G. Armstrong) they decided to marry. This comes as a shock to Liz since she does not want to live in a hick town of Dodge. She turns into a big brat and wants her way. She turns sweet on Sam Hare and asks him to hire a gunman to kill Jud Brair. In return Sam wants Liz to marry him.

After getting the gunman who's name is Ray Pate, he goes and rough ups Hattie in order to make Jud come looking for him. Jud finds Pate but things do not go as planned. Also the niece gets her just deserts that is a thrill for viewers.

This is an excellent episode. It had everything you want in a 'Gunsmoke' series. Fine acting, interesting dialog, blackmail and a fine well-rounded plot. One of the better shows of the entire series.

(Younger man with reason why fist fight shouldn't happen)

Ray Pate: "i've got 20 years on him!"

Jud Briar: "mister - you're gonna need every one of them!"

Umm - that's all i wanted to say - but 444 words short - guess i'll wing it ... Ok, so this is one of my very favorite Gunsmoke episodes! Truly think the above exchange that i typed should be enough to make anyone want to see this episode - it's the best line imo!

*HALFWAY HOME*

See - i'm thinking that there are usually plenty of people writing proper reviews, not like they need one from me too, right?

*YAY UNDER 50 WORDS LEFT!*

i ADORE RG Armstrong - simply AWESOME that he headlined this episode AND played a super cool great guy! Beautiful Katherine Ross was excellent as an immature spoiled brat turned possible murderess! Really an unusual plot & i've perused a LOT of westerns! .. Well maybe THIS is kind of funny - now i realize that there could never be ENOUGH words to express how fun & entertaining this episode is! ACK just watch it - you'll see what i mean!

This one started slow and predictable but ended up anything but. Heckard, Ross, and Armstrong were outstanding and Forrest, especially, was great as he under played his villain role. Multiple great lines at the end from Matt and Festus, the bad guy got his, and the evil niece really got hers (although you know she will wiggle out in the end). This was a script that matched the all star cast. Another bonus is that Matt did not have to kill anyone although he threatened to.

The producers said Gunsmoke would be a dark western and it very often is, but this is one of the rare episodes with a happy and very satisfying, unpredictable ending.