WARNING: SPOILERS

This was James Cagney’s second western. His first, The Oklahoma Kid in 1939, caused laughter in some quarters for two reasons: Cagney was so obviously a city kid (except at heart) and he wasn’t exactly John Wayne in stature. Even co-star Humphrey Bogart took a potshot. Cagney in his 10-gallon hat, he said, looked like a mushroom.

Fifteen years later, no one said boo because now it worked: Cagney's face was craggy, his body beefy. He looked like someone who spent a great deal of time outdoors—which he had, as a gentleman farmer in Martha’s Vineyard. Maybe to a fault? His 18-month hiatus between A Lion Is In the Streets and this movie is his longest time away from the screen since becoming a star in 1931, and he’d developed a bit of a paunch.

Cagney was drawn to the project by the director (Nicholas Ray), the script (Winston Miller and the team of Harriet Frank, Jr. and Irving Ravetch), and the location shooting (Silverton, Colorado, amid the Rockies). He had high hopes. They were dashed.

We had tried to make as offbeat a Western as possible, but whoever cut the film was evidently revolted by anything but clichés. As a consequence, little things that the director, Nick Ray (a good man), and the actors put in to give the story extra dimension were excised very proficiently. The result was just another programmer.

Yet Run for Cover isn’t bad. It begins well, sags in the middle, then includes a kind of Mexican-standoff ending that surprises and delights.

Forgiveness cycle
Alright, so it begins cheesy. Over the opening credits announcing VistaVision! and Technicolor, we hear a happy, all-male chorus singing the movie’s title song:

Head for the hills hit the trail
When trouble’s on the run
(Run for cover)
Don’t find yourself locked in jail
For something you ain’t done
(Run for cover)
(Run for cover)
(Run for cover)
(Ai-ay)

Yeah. Not good.

At this point, we see great Technicolor shots of Colorado and eventually a dusty Matt Dow (Cagney) riding his beautiful pinto horse to a mountain stream, where he’s set to wash his face and fill his canteen. Then he spins, gun drawn, eyes flashing, as Davey Bishop (John Derek) rides into the clearing. It leads to an odd standoff. With the gun drawn on him, Davey is calm and smiling; as soon as it’s holstered his face crumbles into a pout. Even after Matt apologizes, Davey keeps complaining, and they only get past the moment when Matt defuses the situation with a Billy the Kid reference. All that should’ve been a warning.

Going in the same direction, they ride together, and await a passing train by taking shots at a hawk circling overhead. Two men on the train misinterpret their actions and panic. They’d been robbed the month before—one man still wears a bandage around his head—and thinking the gunshots are signals, and wanting no part of a second robbery, they toss out the town’s payroll bag. Matt, who’d just spent six years in prison for a case of mistaken identity, immediately knows they’re screwed, but he and Davey ride toward town to give the money back. Halfway there, they’re ambushed by the sheriff and his posse, who are about to lynch Matt when a wounded Davey is recognized and tempers subside. They send Davey to a nearby farm while they bring Matt back to the sheriff’s office to face his accusers. I like how Cagney immediately reclaims moral authority here. “What did you tell these people?” he demands of the payroll men. “Let me hear what said to them!” These guys reveal themselves to be boobs, as does the sheriff, and Matt storms off to the Swenson farm to see if Davey is OK.

Let’s pause a moment to consider his actions here. Why go to the Swenson farm? He’s been with Davey a few hours at best. They got off on the wrong foot, then stumbled into disaster. Why not keep riding? Particularly since Matt was riding toward the town to see if it was a place worth settling in, and his near-lynching gave him the answer.

Bit by bit, though, we find out the following: 1) Matt feels guilty because he told Davey to ride first, maybe knowing he’d be shot first; and 2) Matt lost a son who would’ve been about Davey’s age. Is that reason enough? Meh. The bonus is Helga Swenson (Viveca Lindfors), your typical beautiful Swede working the farm with her taciturn father (Jean Hersholt, of the humanitarian award, in his final film role), and with nary a suitor nearby. Matt isn’t even one, initially. He’s more worried about Davey than interested in pursuing Helga, which might be why she’s attracted to him. Either way, she does most of the heavy lifting, while Matt frets and carps over Davey: “What kind of doctor are you? Can’t even fix a broken leg!” he says at one point. “What makes you so sure now? You were wrong once before!” he says later.

Davey survives but with a lifelong limp, and Matt spends the rest of the movie propping him up. When Matt becomes sheriff, he makes Davey his deputy. When the townspeople ignore Davey to lynch a bank robber, and Davey pouts and turns in his badge, Matt gives it back. Then he lets Davey take the second bank robber, Morgan (Ernest Borgnine), to the next county seat, but Davey can’t do this, either. Morgan gets away. Chance after chance Davey gets, and he always blows it. It gets old. Derek’s pout really gets old.

Then on Easter Sunday the robbers return in force, led by Gentry (Grant Withers), who, it turns out, was Matt’s cellmate back in the day. This is how the townspeople find out about Matt’s past, so even as Matt gathers a posse to catch Gentry and his men, they remain suspicious. But at the last moment, Davey rides up, announcing, with bravado, “Looks like you could use a deputy.” We think: Hey, is this when Davey redeems himself? Once they reach Comanche territory, the townsfolk balk and return to safety, while Matt keeps going with Davey. We think: Hey, is this when Davey redeems himself?

Nope. Riding through a windstorm, Davey shoots Matt. In the process, Davey is spilled from his horse, and Matt, winged, kicks his gun away.

Matt: Why did you do that? Tell me why?
Davey: You wouldn’t quit. There was no other way of stopping you.
Matt: Stop me from what?
Davey: From catching Gentry … finding out I was in on it.
Matt: You … with THEM?

First, I love the reading Cagney gives that top line. There’s no anger, just bewilderment. But yes, the little shit’s a traitor. Morgan never overpowered him; that’s when Davey joinedthe gang. He even gave them the idea of Easter Sunday, when all the townsfolk would be in church. Matt adds: “All except Pa Swenson,” who was killed while the men were fleeing. But even here, even with blood on his hands, Davey’s a little shit about it. “What was I supposed to do: Hobble up and down a hardware counter for the rest of my life? For $8.00 a week?”

Throughout, Matt has tried to impart wisdom to Davey. When Davey learns he’ll never walk right again, Matt says this: “Lots of fellows live and die without ever having to find out how much of a man they are. You could be as good a man as anybody in town.” That's pretty good. And after they find Gentry and the other men killed by Comanches, grab the money, and get ready to return home, Matt tells him this:

There's a lot of people in this world who've had a tougher time than you or me. It comes with the ticket. Nobody guarantees you a free ride. The only difference is: Most people don’t run for cover. They keep right on going, picking up the pieces the best way they can.

There’s our title reference, oddly in the negative. Meaning everything the title song trumpets is the opposite of the way the hero actually thinks. We should really be watching a movie called Don’t Run for Cover.

Amazingly, after all this, Matt still gives Davey another chance. No one in town knows Davey betrayed them and caused the death of Pa Swenson, Matt says, so why not just keep that part quiet and Davey can resume his normal life? Davey just looks at him, stunned. It’s the one moment we identify with him; we’re stunned, too. But before anything else can happen, they hear Comanches nearby, hide until dark, and try to ford a river to safety. “I can’t make it,” Matt says, gasping in the deep water. “Help me back.”

We think: Hey, is this when Davey redeems himself?

Nope. He tries to drown Matt.

You gotta give the filmmakers credit for persistence. They keep playing the same off-key notes of the forgiveness cycle—screw-up, forgiveness, betrayal; screw-up, forgiveness, betrayal—and we keep hoping for a shift near the end, an upbeat note, a moment when the forgiveness actually works. 

But here’s the great thing about this movie: Just when we’re not expecting it, the moment we don’t think, “Hey, is this when Davey redeems himself?,” Davey redeems himself.

One-offs
After the near drowning, Matt clings to a log and floats downriver, then walks back to their camp for the stashed payroll. On his way to town, still wounded, he stumbles upon an old abandoned fort/mission, which turns out to be the gang’s hideout; Davey’s there with Morgan. Matt shoots Morgan, then he and Davey have it out. Davey accuses Matt of preaching and Matt says that a preacher’s “gotta they’re some good about everybody. But there’s no more good in you than in a rattlesnake.” He’s finally done with him. No more forgiveness. I assume he’s going to take him back to town for a trial and a hanging.

Except Morgan’s not dead. And as he crawls to his gun and aims it at Matt, Davey sees, draws and fires. Except Matt thinks Davey is drawing on him, so he shoots Davey. Only after the fact does he realize Davey was saving his life. He kills Davey for saving his life.

And like that, we go from being bored to being floored.

Is there a musical term for this? Playing the same notes forever until you veer off suddenly, unexpectedly? It’s so beautifully done. The one who always betrays proves loyal, while the one who always forgives punishes a moral act.

The movie then does two more things—one right, one sadly wrong. The right thing is they don’t give Davey any dying words. He just stares up, rolls his eyes back, dies. The wrong thing is the happy ending. In this era of the blacklist, no western, it seemed, had townspeople worth a damn. Here, too. They want law but take it into their own hands; they want Matt but never trust him. In the end, when Matt returns, wounded, exhausted, he’s met on the outskirts of town by these same chuckleheads still suspicious of him. Fed up, he tosses them the money, says “Compliments of Davey,” then dismounts and hugs Helga. Then the townspeople ride past and Matt gives them the finger.

Kidding. They ride past, waving, and, as the music wells, Matt waves back. All is well. The End.

Wait, what? Shouldn’t he be throwing his badge in the dirt or something? Or showing remorse? The pain he’ll feel the rest of his life—knowing he took the life of his prodigal son for saving his own?

In the 1950s Cagney worked with some great directors but never on any great movies. Indeed, he often starred in the one before their great one. Mister Roberts began with John Ford at the helm until Ford was kicked off; then Ford went and made The Searchers. Tribute to a Bad Man was directed by Robert Wise, who then directed Somebody Up There Likes Me. As for Nicholas Ray? His next pic was a little something called Rebel Without a Cause.

Hey, can you imagine James Dean as Davey? That might've worked. At the least, it would’ve saved us from John Derek. The rest of the cast is good anyway. Lindfors is a nice mix of Hollywood beauty and maybe, potentially—if you squint hard enough—a hardscrabble frontierwoman. The worst of the townspeople, Larsen, is played by longtime character actor Jack Lambert, who has the deepest of voices and thinnest of eyes. Fun fact: 10 years later, he wound up in an episode of The Andy Griffith Show in a jail cell with Billy Halop of the Dead End Kids, whom Cagney befriended in Angels with Dirty Faces. (I might have to watch that episode.) Grant Withers is another actor with Cagney history. A big name in the early 1930s—he scandalously eloped with a 17-year-old Loretta Young in 1930—he starred in two of the first movies Cagney appeared in: Sinners’ Holiday and Other Men’s Women. While Cagney rose, Withers fell into character acting and hard times. Drink, mostly. He killed himself in 1959, age 54. He’s good here. I like that he plays a man who knew Cagney way back when, since he did.

There's also Borgnine, seventh-billed, who this same year would star in Marty and win the Academy Award for best actor. Among the other nominees? Cagney for Love Me or Leave Me. It’s interesting seeing Cagney chasing and catching Borgnine since he won’t at Oscar time.

With a better producer, and a better actor in the Davey role, Run for Cover might be viewed as a classic today. It might’ve led to a string of ’50s westerns for Cagney. It didn't. But it ain’t bad.

The many moods of future svengali John Derek.