It Happened at the World's Fair (1963) Script

Here we go.

We're supposed to dust those potatoes, not peel them.

Would you like them mashed?

You did want to miss that barn.

What barn?

What's with the razor-sharp turns? There's no silver cup at the end of this run.

Trying to save a little gas.

Nice scenery around here.

If you've seen one potato, you've seen them all.

I just spotted a couple of sweet potatoes.

You're a little confused. Those down there are russets.

Whatever they are, I'll take a bushel.

Chicks. I thought so.

How about the one in the red dress? Her ankles are a little thick... but she's more your type.

I don't care if you wreck your half of the plane... but mine I want to keep. Pull her up.

You just don't know a sweet potato when you see one.

No, but I know a telephone pole when I see one. Pull her up.

So long, girls.

All finished up? Yep. That's it for this year.

Charlie, give us a hand taking off this duster, will you?

Let's go get the loot.

My offer still holds good if you boys ever want a steady job.

Thanks. We kind of like working for ourselves.

You got families up in Sherrington?

That I've got to observe, Mike with a family.

No, sir. It's just home base.

See you next season. By then, we'll have our own airline.

Maybe five or six pilots working for us, right?

Thank you, Mr. Farr. Bye. Good luck, boys.

Before we take off, you want to go into town and have a beer?

Good. I'll meet you back here in an hour. Aren't you coming?

I'd like to, but I can't. I better take care of the money.

That's okay. I'll take care of the money.

You better let me hang on to it.

'Cause at my Aunt Clara's house I'd just be worrying myself half to death.

You going to see Aunt Clara again? Just to say good-bye.

Poor old gal. Still sick?


If it wasn't so contagious, I'd ask you to come over.

You don't have a sick Aunt Clara any more than you had a sick Uncle George.

All right. But you shouldn't be responsible for my half of the money.

I won't.

It's not fair to you.

You said it.

Don't tell me. It's going right in the kitty.

Right. A little matter of unpaid bills back in Sherrington. Remember?

Look. I'll settle for $50.

Danny, you've got that gambling gleam in your eye.

Where's it gonna be? Charlie's Garage? $20.

And after you promised to give up gambling.

It's not really gambling. It's an investment in our future.

I'm doing it for you. You're doing it for kicks.

You spend your dough on dolls and duds.

What's that, penance? At least I've still got the duds.

About the dolls, that's different.

I know, you're making a scalp collection.

Five measly dollars. Okay. Five measly dollars.

But the rest goes in the vault.

You know something, Mike? You're right.

Even if I come begging to you on my hands and knees... don't give me that key. You can count on it, buddy.

I'll take a walk around town. Happy hunting.

I better hurry before the season closes.

Don't wait for me. I gotta stow this gear away.

All right. See you.

Now, let's see.

"Ann, Betty, Claudette...


"3820 Maple Street."

Please, Mike, I better go make us some iced tea.

Calm down, honey. You're like a fluttering bird.

Wouldn't you like a glass of iced tea?

Sure, but later, Shirley.

I'm Dorothy.

To me you'll always be Shirley, the Greek goddess of beauty.

I thought that was Aphrodite.

Could be.

I really ought to go and see about that iced tea.

Honey, you're going to have a seizure carrying on like this.

I am?

Sure, racing that sweet little motor of yours on a warm day, that's bad.

I really better go and fix that iced tea.


Mom. Dad. Hi, Mom. Hi, Dad.

Johnson. Well?

You're home early.

I'd say we got home just in time. I hope.

We were going to have iced tea. Care to join us?

Get me my gun, Emma.

If you don't like iced tea, I could get beer.

I said to get my gun. Henry, please.

Dad, you can't, we were just... I'll get it myself.

He has a terrible temper when he has his gun.

You'd better go, young man.

If you think so. That's a coward's way out. Good-bye, Mom, Shirley.

I'm Dorothy.

Where'd he go? Henry, you mustn't go out there.

Let go of me. He's getting away. You can't shoot him.

What do you mean l...

I'll see your $10 and raise you $10. $20 and $10 better.

I'll call.

Three gentlemen.

Sorry, pal. All blue.

Up, chum. We're pulling out.

What's the matter? I'll tell you later. Let's move.

One second, flyboy.

Your friend has to settle up first. What do you mean, settle up?

I was light in a couple of pots.

Yeah, just a little.

Said you'd make good with these IOU's.


It's that darn lowball. I couldn't get any cards.

You sharks let a guy with only $5 on him... get into you for $700?

$5? He dropped $400 in cash before he went on the tab.

You blew our pay.

"Mike, don't give me the key even if I come crawling."

You're tensing up.

Come on. Quit stalling. You must be kidding. We're busted.

You ain't been busted yet. You fellows got enough.

Get them.

Danny. Come on, boy. Get up.

Danny. It's me.

Let's get out of here. Come on.

Hurry up, will you? Yeah, I'm hurrying.

Home again. And broke again.

Hi, boys. Hi, Sheriff Garland.

What tears you away from pinochle? Couple of desperadoes headed this way?

Nope. Just a couple of deadbeats.

Sure hope you find them.

I just did.

Anyone we know?

Had a little phone call from Clarie about you boys.

In these parts, when a man loses at poker, he's expected to pay up.

I mean to. I will. You will not. They took you.

There's a difference between losing and getting swindled.


What about those other debts you have here in Sherrington?

They add up to almost $1,200.

$1,200? We'll pay them off.

We start a seeding job tomorrow for a lumber company.

You'll have a rough time up there, dropping seeds without an airplane.

Translation? I'm attaching your plane.

Come on, Sheriff. Without Bessie, we're dead.

You're dead. Hand over the keys.

Taking our plane won't get them their money.

Hold it, fellows.

Pardon me, Sheriff.

Now just what do you think you're doing?

I'm giving you my IOU.

I'm giving you just two weeks before she goes up for auction.

If you don't give me the money by then, it's going, going, gone.


It's a little too late for that, buddy.

Come on, Mike. Let's get cleaned up.

Guess what, Danny?

He just cleaned us up. Yeah.

There's so many things you could have been.

A drunk, an arsonist, but no.

I'm teamed up with the last of the red-hot losers.


If you averaged out my bets for the last 10 years, I'm ahead.

Then where's the money?

I've had expenses.

Besides, I'm trying to get us a stake... so we can expand, be executives. Start our own airline.

Knock it off. We've been chasing that rainbow for three years.

How do you like those creeps? You'd think we were a couple of hobos.

Instead of two airline executives.

I'm tired of you digging in with those spurs all the time.

If you can go places faster on your own, far be it for me...

I don't want to be a rock on anybody's neck.

Want to break up the partnership?

I'm not saying I want to. You're the guy who brought it up.

Come on. What is all this? We're supposed to be buddies.

You don't want to bust up?

I don't see much point in it. Things can't get any worse.

Don't underestimate yourself, buddy.

There you go again needling. You're always needling.

Told you our luck would change. Where you headed?

Up north. Isn't that a gas?

North, just like us.

Do you gentlemen have a match? Something's happened to our lighter.

Sure. Allow me.

By all means.

It's only gold plate, honey, but it is all yours.

Thank you.

Our luck's changed? Maybe we just lost the touch.

And your gold-plated lighter.

Danny, come on.

Good morning, gentlemen. Good morning.

Where are you going? Seattle.

Seattle. Fantastic. That's just where we're headed.

Great, huh? What's so great?

Uncle Walter's taking me to see a world's fair.

Good for you, honey. The World's Fair. We're saved.

Come on, Mike.

Can I ride in the back with Mr. Mike?

Let's go.

Right down.

All right. Up.

There. Be careful.

All set, Mr. Ling.

Danny, what's so big with you and the World's Fair?

Don't you get it? The World's Fair, Seattle. Vince Bradley.

Let's don't get hung up on that guy again.

He's always good for a touch.

Forget it. He's probably serving time, anyway.

No, when they closed his gambling ship, they only ran him out of town.

If I know Vince, he's back by now.

What we want to do is earn some money, not get involved...

Okay. Maybe he can put us on to something.

Yeah, the first train to the big house.

It won't hurt to call him up and say hello. You call him up and say hello.

This highway hiking's a bad scene. I'm going to cork off for a while.

Pardon me, Mr. Mike, do you know how to fix a ukulele?

I'll give it a try.

What's your name? Sue-Lin.

Do you play this thing, Sue-Lin?

I'm just learning. I got it for my birthday.

That's nice. How old are you?

A girl isn't supposed to tell her age.

Not if she doesn't want to.

But I'll tell you. I'm really seven... except when I go on a bus. Then I'm only five.

That'll be our secret.

Now try it. I might break it again.

I think I used too much thumb.

Could be.

I have a real secret. Promise you won't laugh?

Cross my heart.

I don't know something. You don't?

No. And I'm ashamed to tell Uncle Walter.

What is the World's Fair?

Let's see.

First of all, it's a collection of exhibits.

What are exhibits?

They're sort of things you put on exhibition.

What are exhibition?

I don't seem to be explaining it very well, do I?

Not so far.

I'll tell you what.

Maybe this will give you an idea of what it will be like.

I think.

Just like you said. Too much thumb.

That, Mr. Mike, what's that?

It's called a monorail, honey.

Sorry, gentlemen. This end of the line.

Thanks for the ride, Mr. Ling. Thank you, Mr. Ling.

Here we go, honey.

Are we going to ride on the monorail?

Soon as I make a phone call to see if I have any messages.

Good-bye, Mr. Mike, Mr. Danny.

So long, kid. Have fun, honey.

Let's put this stuff away.

I'll take care of the guitar. Just don't hock it.

I won't.

All right.

Let's get to the airport. I'll take that, sonny.

Start looking for a job. What's the stress?

If we don't start working, we'll stop eating. That's the stress.

I hate to see you panic like this. Vince will put us up for a couple of days.

We don't even know if Vince Bradley's in town, much less where.

So we ask around. Lf we spend a day looking for the guy... and come up empty, we'll sleep in the park.

And besides, if we find him...

Mr. Mike. Yes.

What's the matter, honey? Big disappointment.

Have to do special job right away for important customer.

Cannot take niece to the fair. That's too bad.

Don't cry, honey. It will be all right.

Atta girl.

Why don't you take her? Brilliant.

Would you, Mr. Mike? I'd like to, but you see, we have to...

Please. It'll be good for you.

You've been tensing up lately.

Danny, you keep forgetting, we got no folding stuff.

We're broke. We're strapped. Only temporarily.

What's the matter? Your feet hurt?

Where'd you get... Calm down. $10 for you. $10 for me.

I've been keeping it for an emergency.

Now can you take me, Mr. Mike? I have $4 saved from my allowance.

We'll go Dutch treat.

Look at the kid.

Mr. Ling, you don't mind if he takes her to the fair, do you?

I guess it's okay.

As long as you get her back by 8:00.

I'll meet you here myself. 8:00 sharp.

Big deal. Will you, Mr. Mike?

Go ahead.

As I was saying, we better get started if we're going to see everything.

So long, gentlemen. Have a nice time.

See you, Mr. Ling. Bye, Mr. Danny.

I wish we had a seat that faced the front.

I can see fine from here.

Excuse me, miss. Would you like to have my seat?

No, thank you. I'd rather stand. Good.

There's the Ferris wheel. Look at it go around.


Golly, I don't know where to begin.

Take your choice.

You haven't seen anything yet.

We got a lot of looking to do. I'm hungry.

We got a lot of eating to do. Come on. Good.

The more dimes I have on the table... the more chance we have of getting a winner.

Play for a dime.

You toss them in, you win, you pick it out... any prize you see, any prize you like.

Let's get a big-prize winner. Who will be the next prize winner?

And the little lady wins a big doggie.

And we have another winner.

They got another winner.

All right. You win, smarty.

Want me to carry it for you? No. I love it.

It's bigger than you are, you know.

That's a dream car.

I'd love to get that for Uncle Walter.

What, to deliver apples in? That's silly.

You're silly.

Seven-course Chinese dinner, 99 cents. Come on, Mr. Mike.

I'll have... One egg roll, please.

Here you are.

Something for you, sir? No, thank you.

Something for you. Thank you.

Come on.

Oh, no.

What's the matter? Don't you like popcorn?

Here you are, Sue-Lin. Thank you.

I don't feel good, Mr. Mike.

I wonder why.

Easy, honey, easy. We'll fix you up.

Good heavens. What's the matter?

I got stomach ache. She went overboard on the groceries.

I'm afraid it's my fault.

That's generally the case. Are you all right?

Sure. My stomach went through three years in the Army.

Is that dog yours or the child's? I'm just holding it for her, ma'am.

Come along, dear. This shouldn't take too long.

I've never seen a little girl eat so much stuff in my life.

Wonder where she puts it all.

No wonder she's sick. I shouldn't let her eat all that junk.

Hot dogs, Cracker Jacks.

"Is that dog yours?" What a stupid question.

I hope Sue-Lin's all right.

I shouldn't let her eat all that junk anyway.

Popcorn, Cracker Jacks, and strawberry waffles.

Pardon me. Are you next?

No. I was just waiting.

Come to think of it, yes.

What's seems to be the trouble?

It's my eye, ma'am.

Did you get something in it? Yeah. I must have.

Which eye? It's hard to tell. It changes.

You see, one minute there's something in this eye... and the next minute there's something in this eye.

It goes back and forth.

If you look a little closer, maybe you can see what I'm talking about.

This way, please.

Would you like to bring your doggie with you?

I think he'll be all right here.

Don't run off, Tiger. I beg your pardon.

I was just talking to the dog.

Sit down. Thank you.

What's your name? Miss Warren.

Do I have to call you Miss Warren?

No. If you prefer, you may call me Nurse Warren.


You see anything? Nothing.

Excuse me. I'm getting dizzy.

There is nothing in either eye.

Maybe it's right in the middle just passing onto my nose.

Going from one eye to the other.

I'm afraid that would be medically impossible.

You can't tell. Science is making new discoveries every day.

Yes, and it's too bad they haven't come up with a wolf repellent.

Okay. I rushed it.

My name is Mike Edwards. I'd like to start over again.

The only thing that I want you to start, Mr. Edwards... is out!

I know I have a tendency to press, but it's a personality flaw.

Basically, I'm not a bad guy.

Do you want me to call a guard?

I like it better with just the two of us. Mr. Mike.

Hi. How do you feel? All better.

Good. Hello.

Hello. The lady had me drink something bubbly.

And now my stomach ache's all gone. Good.

Were you sick, too?

No. I just caught something in my eye.

I'm afraid it will be there for a long time.

Good-bye, Mr. Edwards. Good-bye, Miss Warren.

Mr. Edwards. Yes?

You forgot your doggie. That's my doggie.

I'm glad you told her.

Come on. We still got lots to see.

Popcorn, Mr. Mike? Are you sure?

Two popcorns.

Mr. Danny.

Hi, buddy. She's sleeping.

I get her right to bed. Thanks so much, Mr. Edwards.

Not at all, Mr. Ling. In fact, I enjoyed it.

I wish good luck. Hope you both find jobs.

Thank you.

Tell Sue-Lin when she wakes up I said good-bye.

Will tell. You do that.

I have big news, colleague. Find us a job?

A job? Don't be so crude. This is good news.

We'll have to line up something.

Now, patience, patience. Our relief ship is in.

All we have to do is climb up the gangway.

That's nice.

What's with you, punctured ear drums? I'm delivering a big message.

Okay, so you found Vince Bradley.

Mike, level off. Is something wrong?

No. As a matter of fact I feel kind of good.

In a lousy sort of way. Come on, what happened?

You'll probably laugh yourself to death. Come on.

I ran into this girl today.

Flash! He ran into a girl, today!

Yeah, I know.

But this girl is...

I must be flipping my lid. She's not even my type.

You mean like aloof?

Worse. Chilly. Ice-cold.

They all have to be room-temperature, right?

Come on, I've got something I want to show you.

Regardez. Who does it belong to?

You'll have to see him to believe him. Someone you used to know?

Guy named Barney Thatcher. Met him this afternoon.

What's so special with Mr. Thatcher?

He happens to be absolutely, far and away... the worst gin-rummy player in the world. Hop in.

Come on.

Are you nuts or something?

We'll get thrown... Here we have the living room.

Follow me, please. Dining room... kitchen, bedroom, and down the corner, shall we say the family room.

Charming, but whose is it? It's ours for the next two weeks.

Pretty posh? Details.

I cannot tell a lie. I did with my little pasteboards.

Gin. Three blitzes and a double in spades!

Get out the cards, Danny boy. I'm ready. I'll clobber you tonight.

Easy there, buckaroo.

Barney, this is Mike Edwards. Barney Thatcher, our host.

Pleased to meet you. Hi. Play gin?

Not me.

So shuffle the cards.

We haven't parked the car or brought our bags in yet.

I'll park the car. I'll bring in the bags. You shuffle.

I'll do that.

Danny, you weren't born. You were dealt.

Where'd you dig him up?

At a bridge club Vince Bradley used to hang around.

Bridge club?

That's what the guard at the door called it.

Excuse me. I'll take it.

Come on, Danny. Deal.

My lucky chair.

What about your wife?

Don't worry about her. She fell asleep in front of the TV. Deal.


Those commercials always wake her up.

Come on. Deal a fast one.

Coming, precious!

You miserable...

Sounds like she keeps him on a pretty tight leash.

He doesn't even get an allowance.

All I could win was rent and use of the station wagon.

You're forgiven.

But we'll have to get a move on to get a job tomorrow.

In 12 days, Bessie goes on the block.

Don't worry. We'll raise the dough.

She's the kind who might go for the sympathy bit.


The nurse I met at the fairgrounds today.

Florence Nightingale, servant of humanity, and all that jazz.

The rabbit hunter rides again.

Some doll gives him the brush, and right away it's a challenge.

I'll tell her she's keeping me up at nights, ruining my health, breaking my heart.

She'll probably hand you a pill.

You'd be surprised, Danny.

Some women love to think they can destroy you.

And do.

Quiet! You'll wake Thelma.

It's just unbelievable.

Yeah. I can't figure it.

Not one lousy job opening.

Every cloudhopper in the country must be here for the fair.

I still say Vince Bradley's our best bet.

Why don't you knock it off? You're sounding like a broken record.

Vince Bradley, Vince Bradley... He never listens to me.

You never listen to me.

I wonder why.

Kid, how would you like to kick me in the shin?

How would I like to kick you in the shin?

Mister, are you drunk? No kidding. I'll tell you what.

Kick me in the shin real hard, I'll give you a quarter.

Go ahead, play it.

That's a good one, boy.

Adults, they're all nuts.

Nurse, I had an accident.

You again?

I think I broke my leg.

Only a broken leg? You can do better than that.

How about malaria or hydrophobia?

This is on the level. I'm hurt really.

Miss Warren, why aren't you taking care of this man?

Because I don't believe he's injured.

You have to take my word for it, I am injured.

Let me have a look at it. I'd appreciate it, ma'am. Here it is.

Easy, ma'am, easy.

Why, it's a definite skin abrasion, and it's swelling.

I'm terribly sorry. I thought... That's all right, honey, Miss Warren.

If you give me something for the pain... it'll be all right. Of course.

Let's take this gentleman inside. Yes, ma'am.

Forgive Miss Warren.

Lately her mind seems to be in outer space.

Yes, ma'am.

Sit over there, please.

Miss Warren, would you take my coat off, please?

Miss Warren, would you help me on the table, please?

Thank you.

How did this happen?

I tripped on something. Broken pavement, I think.

Broken pavement? In the fairgrounds? Yes.

Do you remember the exact location?

I sort of blacked out.

It'll probably come back to me when I talk to my lawyer.

Your lawyer? Yeah, he's a wonderful guy.

If you give him a call, I'm sure he'll be glad to come over.

I don't think you need to bring your lawyer into this.

I don't want to cause trouble, but I think he'll want a statement.

Besides, I don't have any other way of getting home.

I'm sure we can do something about that.

Miss Warren, you're just going off duty, aren't you?

Yes, but... I don't want to impose.

If you just phone my lawyer, it'll be all right.

It's no imposition at all.

Miss Warren will be delighted to see you safely home.

Won't you, dear? Delighted.

There we are. By tomorrow, you'll be as good as new.

Whatever you say and my lawyer thinks.

Here's your coat, Mr. Edwards. Thank you.

I'll go and change... and meet you in the waiting room. That's mighty nice.

Will you just walk up and down on that, please?

I'm sure that by tomorrow it will be perfectly all right.

I hope so.

Get in.

Nice of you to take this trouble.

No trouble at all.

It's the least I can do for the good of the fair.

If you've got a date tonight, I hope he'll forgive the delay.

If I did, he would. But I don't.

No steady? I beg your pardon?

No one particular guy you go out with all the time?

I hardly see how that concerns you.

If I'm gonna go around breaking my legs on your account...

I should at least know where I stand. On my account?

Sure. The way I've been feeling since we met... it's just been blind luck that I haven't been run over by a bus.

No other girl has ever affected me that way.

You mean as a rule, you just treat them as sisters.

I wouldn't go that far... but up until now when I was alone up in the blue with Bessie...

I didn't feel the need for anybody else.

Bessie? She's my airplane.

You're a flyer.

Yeah. 9,000 hours in the air, 8,000 with a plane.

Air Force? No.

Airline pilot?

No. You could call me one of the last pioneers.

Just going where the wind blows. Flying wherever I'm needed.

You're looking for work.

We're coming up to the gate. I'll put you in a cab there.

Stop the cart. It's happening again.

What's the matter? Everything's going black. I feel pale.

Try to calm down. Get a hold of yourself.

Maybe I should've eaten something yesterday.

Yesterday? When was the last time you did eat?

It's been days. I need nourishment.

Please try to control yourself.

There's a restaurant up at the top of the Space Needle.

There is? We'll go get you something.

Okay, you're the doctor.

What? Nurse.

Just give me these and lean on me.

It's okay.

Hi, Erna. Hi, Diane. Any news?

Not yet. I've got my fingers crossed for you.

Thank you. See you later.

What was that about, Diane?

I've applied for a job in the government's space medicine program.

That's great. It must give a girl a wonderful feeling... to know she can do something useful.

Mr. Edwards, it just may...

My foot.

Hold it, folks. Back of the line.

But his foot is giving him a lot of pain.

You can go the short way. Thank you.

Going up.

Sorry. You'll have to wait for the next one.

Coffee later? That will be fine.

Coffee later, please. Thank you.

Isn't Mount Rainier beautiful?


Can I help it if I'm not so large for mountains?

See, there I go, pressing again.

That's one thing I have to watch. Do that, Mr. Edwards.

Mike. I'll try, but it's not so easy with a girl like you.

What kind of a girl am I?

For one thing, you've got ideals. You look to the future... like going into the space program.

Have you seen any of the exhibits here... like the Spacearium or the Space Administration display?

Yeah. Fantastic.

They certainly changed my outlook.

All of a sudden, stomach aches and twisted ankles and broken legs... just stopped seeming so important.

I guess you can have a tendency to overrate them.

Present leg excepted. Thank you.

Tell me some more about the space program.

All right. Are you really a pilot? Sure.

The program has a lot of jobs a pilot can qualify for.

I might just look into that.

There might come a time when we'll remember this... as the day I started out with a broken leg... and thanks to you ended up strapped in a nose cone.

If this were anyone else but me, I'd say the altitude was to blame.

For what? The way I feel.

You're not blacking out again?

No. I never felt better in my life.

I could have sworn we were alone. Let's go.

Let me help you. I'll be all right.

As your nurse, I insist.

Don't walk so fast.

Is it getting worse?

A little. This stampede isn't helping either.

You'd better get off your feet. Come on. I'll take you home.

Thank you.

By the way, do you live far from here? No.

I'm way out at the other end of town.

Maybe if I could rest at your place... Of course.

I feel terrible about not believing you. Forget it.

Hi, mister.

Hi, kid. See you around. Come on. Let's go, honey. It's getting late.

Would you like me to kick you in the shin again?

Why don't you get lost, little boy. What an imagination he's got.

Come on. I could use another quarter.

Here's a half a dollar. Now disappear.

Little boy, did this man really give you a quarter to kick him?

Yes. He's some kind of nut. Be careful, lady.

So long.

You miserable...

Diane, believe me, the kid's an absolute stranger.

And you're an absolute liar.

"I'm falling in love tonight."

But I am. I mean, I was. I did.

As far as I'm concerned, you can go jump off the Space Needle!

Diane, wait a minute. Let me explain, will you?

Diane, wait a minute.

Mr. Mike, I'm so glad I found you.

I've been looking for you for hours. Just a second, honey.

Mr. Mike, please, my Uncle Walter has disappeared.


What am I going to do? He's gone.

What? Who's gone?

My Uncle Walter. He went out with his truck this morning... to pick up a load for our trip home and he never came back for me.

Take it easy, honey.

What time was he supposed to come back?

9:00 this morning.

I waited at the rooming house until almost 3:00 in the afternoon... but he didn't call or anything... so I came out here to look for you.

You're the only friend I have in Seattle. Don't cry.



That's my girl.

You stop crying and don't worry about a thing.

I'll help you find Uncle Walter. Thank you.

Come on. The dice gets cold.

That's all right. Not out. Still alive.

Get the door, will you? Thelma.

Quick. Get in here. Hurry up. You want Thelma to kill me?

What you got there? Twins.

Excuse me.

Wait a minute. What are you doing?

Hold it down, will you?

Let the 10 ride.

Seven or 11 does it.

Come on, fellows, what do you say?

Seven or 11.

Snake eyes. You lose. That's wonderful.

There you go.

What are Danny and those men doing out there?

They're having a business conference.

What kind of business?

Boxcars, you lose.

They're railroad men.

You'd better get undressed and put your pajamas on.

You'll have to turn around.

I'll do better than that. I'll leave the room, okay?

Thank you.

Come on. It's an easy point.


All right, fellows.

The game is over. What are you talking about?

Hold it, fellows. I'll handle it.

What do you mean, the game's over? That's it. It's over.

I get it, it's on account of the kid.

What's with her? Her uncle disappeared.

She's going to stay here all night. But why here?

Because she doesn't have any other place to stay.

What if her uncle comes back looking for her?

I left word she'd be here.

I'm sorry, fellows. You're gonna have to go.

Let's go to my trailer. It's my wife's bowling night.

Stick around. We can be quiet. We're just betting paper money.

Hurry up, Danny, before the dice cool off.

Nice going. Now I lose the house's cut.

The house's cut?

You won't be happy until we're both in front of a judge.

At least I am trying to scratch up a buck, not run a nursery.

Come on, Danny.

You'd better get back to your crap game.

And God bless Uncle Walter and God bless Mr. Mike.

Time for you to go to bed, little lady.

Good night, Mr. Mike. Good night, Sue-Lin.

I'll turn your bed down.

You just go right to sleep and don't worry about a thing... because tomorrow you'll be back with Uncle Walter.

All right? I can't help worrying a little.

What if I can't go to sleep? Just close your eyes.

Both of them.

Hello. Hello, Diane. It's Mike Edwards.

Still no U-N-C-L-E?

No. We haven't found him yet.

You look beat. Go in and have a glass of milk.

Okay. Do you want one? Maybe later. You go ahead.

You try the cops? Yep. They don't have a thing.

Why don't you get ahold of her folks?

Uncle Walter is the whole family.

That's rough, old buddy... but we've done all we can. This is a job for, like, a social worker.

No dice.

They'd put her in some detention home.

Why don't you soften up? She's a helpless little girl.

I liked it better when you stuck to helpless big girls.

After all, we didn't come to Seattle to baby-sit.

It won't be for long.

Long enough for you to strike out with that nurse.

I've already struck out. Last night she hung up on me.

Besides, Sue-Lin comes first.

Look, chum. Get back on the ground. This is no place for a kid... and you know it. It'll have to do, buddy.

Gin time, Danny boy.

Thelma's gone to the dressmaker. I'm free for a mad half-hour.

What'll it be? Your place or mine? It'll have to be yours.

It seems the pied piper here is entertaining.


What's the matter, honey? I feel kind of sick and dizzy.

You're burning up. How long have you been like this?

It started all of a sudden, but I'll be okay.

You will not be okay. I'll call a doctor.

No, Mike. Please.

But, honey, you have a temperature. I'm afraid of doctors.

They're men.

Don't be silly. I'll be right back. I won't mind a lady doctor or a nurse.

I know. Why don't you call that nice Miss Warren at the fair?

No. I bet she could make me feel better.

Lf I thought it would... Please, won't you call her?

Almost 6:00. Okay. I'll give it a try.

You just lie still. I'll be right back.

Hello. Hello. Miss Warren?

Speaking. Diane, this is Mike Edwards.

Please don't hang up. This is important.

I'm sure it is.

I suppose you're soliciting funds for a broken-leg telethon.

No. Now listen.

You remember Sue-Lin, the girl I brought in the dispensary the other day?

She's staying with me and she's sick, and she's asking for you.

What did you do, kick her in the leg?

This is on the level. She's got some kind of fever.

It was her idea to call you.

I'm sorry, Mr. Edwards, but I just don't believe you.

Mike, can I speak to her?

No. What are you doing out here? Go back inside.

Please. Maybe she'll believe me.

Hello. I doubt it, but you can try.

Just a second, please.

Hello, Miss Warren.


It's really me, and I did ask Mike to call you.

My head's all hot. Would you come and fix me?

I can't right now.


We're at the Century 21 Estates on Lakeview Road.

Would you, Miss Warren?

All right, Sue-Lin. Just cover up and keep warm.

I'll get there just as soon as I can.

Thank you, Miss Warren. Good-bye.

Goody. She's coming.

Say, are you starting to feel better? No.

Don't misunderstand me. I wish you a speedy recovery... but not before she gets here.

Would you come in?

Where's Sue-Lin?

She's right back there in bed.

She'd better be.

Come with me, please.


Hello, Miss Warren. Why, what happened to you, little lady?

Have you been eating some more of those Belgian waffles?

No. I just don't feel so fine.

We'll fix you up.

Let's take a look at your throat first.

Say "ah."

There's no inflammation.

I'd better take your temperature.

You want to check her leg for footprints?

My leg doesn't hurt.

Mr. Edwards was merely being funny, dear.

Excuse me. Did you say merely or nearly?

I don't suppose you'd have time to fix a cold compress.

I might be able to squeeze it in.

My throat's dry. Could I have a glass of water, please?

Yes, you may. But you keep that right there, okay.

The water's in the kitchen. All right.

Excuse me. You want this very cold? Very cold.

It's cold, all right.

Thank you. You're welcome.

You do have a temperature, 101.

I thought it would be higher than that.

Sue-Lin, how do you happen to be staying here?

I came to Seattle with my Uncle Walter, but he got lost.

So Mike said I could live here until we found him.

Are you and Mike old friends? No.

I just met him two days ago. He's the nicest man I've ever known.

I must say he's full of surprises.

What's the verdict?

She does have a little temperature, but I don't think it's serious.

Here, honey. You take these.

There. That's a girl.

That's it. Now I want you to get some sleep.

All right. Good night. Good night, dear.

Good night, Sue-Lin.

Thanks for coming over to see Sue-Lin, Miss Warren.

I'm glad I did.

Do you have a cigarette? Sure. Right outside.

You've certainly been sweet to Sue-Lin.

Do you have any idea what happened to her uncle?

Not a clue.

There's nobody else to get in touch with because he's her only relative.

Mike, you know, you really should notify the Child Welfare Board.

No, I don't want to do that.

I'll care for her myself until her uncle comes back.

But suppose he doesn't? He will.

You'll keep her here until he does? Sure. I guess so.

I mean, if she wants to stay, why not?

You're a very remarkable guy.

Hubba, hubba!

I tell you, this place comes equipped with everything.

Knock it off, Danny.

Scusi, scusi. Tonight I'm very Italian.

Tonight you're very drunk. Little snort of vino?

No, thank you.

Aren't you gonna introduce me?

Diane Warren, this is Danny Burke, my partner.

How do you do?

So you're the big attraction at the fair? Quite an exhibit, old buddy.

Mike, I think I'd better be going.

All right, I'll get your things.

It was very nice meeting you. No trouble. Drop by anytime, beautiful.

You sure do brighten up the terrain. Excuse me.

Excuse me, please. Yes, ma'am.

You don't have to leave on my account.

I'll call you tomorrow at the dispensary. Please do.

Good night. Good night.

Good night.

You didn't tell me she was put together like that.

Can't you tell a nice girl when you meet one?

Now he's a Cub Scout. What happened? Somebody steal your wolf whistle?

Forget it. I just happen to feel a little different about Diane.

That's all we need.

Stone broke, our plane in hock, and you start smelling orange blossoms.

Buddy, this is not the time.

I'm sorry. You don't plan these things. They just happen, you know.

What about our little old airplane, Bessie?

When we have our little old airplane back, she's all yours.

You're gonna give up flying? Not exactly.

I've been thinking about signing up for something in the space program.


Beautiful. You'd be perfect. You got a head full of it.

I never claimed to be the brains of this team.

You can say that again.

I got to check Sue-Lin.

Two bourbons on the rocks, thanks.

Two bourbons on the rocks for table three.

Danny Burke! Hiya, gumdrop.

When did you get in town? A couple of days ago.

You didn't call me. I've been on a tight schedule.

But we'll make up for that.

I spoke to Vince on the phone, he said to meet him here.

Over here, Danny.

Hey, Vince!

Honey, as soon as I'm through with him, there's a favor I'd like to ask you.

This isn't a touch.

You name it, Danny. I'll do that, doll-face.

See you later.

Sit down. How are the two boy aviators?

Grounded. How about yourself?

Slugging along.

I'm glad you called. I got a job for you if you're interested.

A flying job?

Unless you're available for another kind.

No. We're still pilots, only our plane's on ice.


Our pal the sheriff put a padlock on it. Little matter of the $1,200 we owe.

Think you could bail her out in time to run some freight to Canada tonight?

Sure, if we had the loot.

You've got it. Come on.

I'll toss in another $200 when the work's finished. How about that?

Boy, you're a lifesaver. I've been racking my brain how to get Mike out of town.

He in some kind of a jam?

Woman trouble up to here.

But he doesn't think so.

I forgot the name of the mouse at the bar.


Lily, yeah.

I've got to see her about a phone call. Be right back.

Hi, Mike! Hi, honey.

I'm sorry. Still no luck.

Sometimes I wonder if Uncle Walter's ever coming back.

Come on now, let's have some positive thinking around here.

But why would he go away and leave me all alone?

Alone? With friends like Danny, Diane, and me?

That's right. I do have friends.

I see you're making some new ones. New ones?


Like the clown with the green face that looks like you.

I don't have a green face. You don't now. You gave it to him.

Mike, you're just teasing me. I'm not teasing.

He has got your face.

You feel better?

Clear the strip and start your motors.

Hi, Danny. Hiya, cutie.

See how Tiger's doing.

And you, strap on your parachute, buddy, because we're airborne.

What's the word?

The word is money. $1,200.

Dauntless Daniel has done it again.

$1,200? Right.

With extra for incidentals. We're out of the trenches, partner.

Where did you get $1,200?

It's an advance. We got a job working for Vince Bradley.

What kind of a job?

Hauling some freight to Canada. There's $200 more coming after delivery.

Why should that pirate be so nice to us?

It's a business proposition. He needs transport.

Lf he needs transport... Come on.

We gotta catch the 2:00 bus for Sherrington.

And we'll say good-bye to Sue-Lin. Wait a minute. Who'll take care of her?

Barney can keep an eye on her. We'll be back in a couple of hours.

Is it okay if Barney takes care of you for a few hours?

Sure. I'll be a big girl. Okay, but...

How do you do? How do you do? Mr. Michael Edwards?

I'm Miss Ettinger. May I come in? Please do.

"Child Welfare Board"? Yes.

Would you sit down, please? Thank you.

You must be Sue-Lin. Yes.

What do you want, Miss Ettinger?

I'm afraid Sue-Lin will have to come with me, Mr. Edwards.

I'm sorry.

But an abandoned child without any relatives automatically... becomes a ward of the county. But she's not abandoned, ma'am.

We're taking care of her till her uncle comes back.

There's no telling how long that will be.

You can see our position. You're two bachelors... living in a trailer, neither of you employed.

Please, Mike, I don't wanna go. Don't let her take me!

We were just hired for a job today, right, Danny?

And while you're doing it, who's going to take care of Sue-Lin?

It's rolling time, Danny boy. I got the dice!

Boys, we have company.

Excuse us. I'm sorry.

Let's go to my place.

Be reasonable, Mr. Edwards.

This is hardly a favorable environment for a child.

She's right, Sue-Lin. I don't want to go.

I don't want you to either, honey, but I'm afraid you have to.

I love you. Do you love me?

You know I do.

They won't keep you very long, I promise. I'll come up and see you every day.

When Uncle Walter comes back, we'll have a big party, all right?

Now, don't cry. Don't cry.

Go to get your things packed.

I'd better give them a hand.

Good-bye, honey. Good-bye, Mike.

Good-bye, Danny. So long, cutie.

We'll take good care of her, Mr. Edwards. Yes, ma'am.

Before you go, I wonder if you'd tell me something.

Yes, of course.

How did you know Sue-Lin was here?

A complaint was filed.

A complaint? By whom?

I guess you have a right to know. Miss Diane Warren.


Are you sure?

I received the phone call myself.

I take it you know her.

I thought I did.

I'm sorry, Mr. Edwards.

Good-bye, Mike. Good-bye, Danny.

I don't want to go! Good-bye.

Good-bye, Sue-Lin.

Why did it have to be Diane?

That's the one thing I can't understand. Why would she do a thing like this?

And I had to fall for her... a dame who goes around making everybody's decisions for them.

She must think she's got the only brain in town.

Anyway, I'm glad I got a good look at this side of her.

What time does that bus leave?

2:00. Let's go.

Did you see that sheriff's face when we handed him that dough?

I bet he still thinks we printed it up ourselves.

Come on. Smile a little! We'll be in Seattle soon.

We'll load up for Canada and it's off we go into the wild blue yonder, right?


We better check and see if Vince is here.

You check. I'm gonna call Sue-Lin. Right.

Hello, I'd like to speak with Miss Ettinger, please.


This is Mike Edwards. How is Sue-Lin getting along?

Mr. Edwards, where are you? We thought Sue-Lin was with you.

With me? What are you talking about? I'm at the airport.

We just flew in. Airport?

Sue-Lin ran away this afternoon, and naturally...

Ran away?

I had to leave her in my office alone for a few minutes.

That's just dandy!

You're telling me I can't take care of a kid.

May I?

Mike, this is Diane.

What are you doing there? Taking a bow for the mess you've made?

Mike, listen... Hello?

He wouldn't even listen.

I'm going to check with Mr. Barney Thatcher.

Danny, I gotta get into town.

You gotta get into town?

Sue-Lin's run away. No, Vince will be here any minute.

You load up and I'll come back as soon as I can.

We got a job to do!

That'll be $5.60.

Keep the change. Thank you.

Barney, Sue-Lin ran away.

Don't I know it, she was here. Where is she?

Why'd you let her go?

I never even laid eyes on her. She left you a note.

Come on, let's have it. I'm looking for it.

Come on, I gotta find her.

I didn't get that part, either. What does she mean?

She'll wait for you in her dream car. Her dream car.

Sure. Barney, can I use your station wagon?


Don't say anything about the note. Mike, you think I'm a stoolie?

That welfare doll is back.

Give me the keys. Go out the back.

Remember, I wasn't here. Hurry up.

Have you seen... Good evening, why should I lie?

I've got nothing to hide.

Any sign of him? I told you he had to run an errand.

What do you mean, run an errand?

Keep your shirt on, Vince, he'll be right back.

He'd better, or you're going without him.

All right, come on, let's load the plane.


What are you doing here?

Mike, I knew you'd come!

You've got half of Seattle looking for you.

I don't mean to be bad, Mike, but don't let them take me back again.

Okay, we'll play it your way. Let's get out of here.

Where are we going? The airport. We got our plane back.

Who's in there? Who's in here?

Let's go. Jump.

Hey, you!

You two! Let's go.

Hold it!


Stop them.

They got us surrounded. Let's get out of here.

Don't let him get away! Head him off!

Don't let him get away!


Hurry, Mr. Mike! They're coming! Hurry!

Hurry, Mike!

All right. I'm hurrying.

Hold it!

Hang on. Mike, hurry!

Come on.

Now look, you've stalled long enough.

Now get this crate rolling.

Listen, Vince, I'm superstitious.

I can't leave without Mike.

I'm superstitious, too, and you're leaving without Mike.

Get that thing closed. Lock it up.

Get rid of her. Mike!

Danny, where is Mike?

He went to town to look for the kid. I don't expect him back.

Happy landings to me.

Are you flying somewhere tonight?

That's right. See you around.

Without Mike? Sure. Why not?

Mike. Sue-Lin.

Mike, please.

It's about time. Okay.

Mike, you have to believe me.

I did not report Sue-Lin to the welfare department.

What is this, a PTA meeting? Who's he?

Shut your trap. Mike, you're late. Let's get moving.

Okay, just don't panic. Come on. Without the kid.

What do you mean, what difference does it make?

She's a fugitive. I don't want cops crawling around here.

Why not? Never mind why not.

Blue Eyes can take care of her until you come back.

How did you get roped into this?

Smuggling furs. The deal's off.

You heard him, Vince, the deal's off. Guess again, Danny.

Now get over there! You're a big man, Danny.

Now you two rover boys listen close.

I bailed out this mix master for you.

Now you're gonna bail me out.

The kid stays. Come here, kid! You, too, Blue Eyes!

Come on, we haven't got all night.

They stay until you come back... and hand me a certain envelope, clear?

All right, get moving. Come on, move!

Get out of the way!

Look out! Mike!

No! No more!

Danny. Come on, boy, get up.

Danny! It's me, Mike!

Come on, snap out of it.

Come on, Miss Diane! It's the police!

Mike, it's the police. We better run.

No, honey. We've stopped running.

Take care of him.

What's going on here?

How long are they gonna keep that little kid in there?

Now you're concerned about the little kid.

I was concerned before.

That's why I got rattled and reported her to welfare.

You got rattled.

I was well intended. I wasn't trying to hurt Diane.

Then why did you use her name? Sounded more official from a nurse.

Listen, I'll make it up to you. When we go see that lieutenant... let me do the talking.

I noticed you're very good at it. It's application, that's all.

No mystery. Even you could do it.

Do me a favor.

Just don't help me.

I'm sorry, Diane.

Can you forgive me? Of course.

How about me? That may take a little longer.

Mike, they found Uncle Walter!

That's great, honey. I told you they would.

The report just came through on the Teletype.

What happened? Where is he?

In a little emergency hospital 20 miles south of here.

His truck went out of control and skidded into the Sound.

Is he gonna be all right?

They say when the bump on his head goes down, he'll be good as new.

Mike, please...

Lieutenant, one final thing. You, too, Miss Ettinger.

It concerns this sweet innocent child.

There's no further problem...

I realize you have a job to do and rules are rules.

But after all, it's not as if she were a common criminal.

When Sue-Lin ran away, it was out of fear, anxiety.

She wanted to be with her friends, her loved ones.

I take it you have a family, Lieutenant?

Yes, I have. A wife, children.

You, too, Miss Ettinger? I'm not married.

Well, Mike, I... He's gone.

Miss Ettinger, you're supposed to be a welfare worker. Comfort me.

After I return Sue-Lin to her uncle.

Good-bye, Danny. Good-bye, Mr. Burke.

Thank you, Mr. Edwards.

We'll notify you as soon as your application clears.

Thank you, sir.