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A 1964 Western comedy directed by George Marshall, starring Glenn Ford and Melvyn Douglas.

As the American Civil War rages on, General Claude Brackenbury (Douglas) and Captain Jared Heath (Ford) find themselves Reassigned to Antarctica after a misunderstanding where they accidentally caused an entire division to retreat. The Confederate army becomes convinced that they are on some mission of great importance and dispatch lovely Martha Lou Williams (Stella Stevens) to spy on them in the guise of a prostitute, accompanied by madam Easy Jenny (Joan Blondell). Brackenbury falls for her wiles, while Heath becomes suspicious of her. The two men and their subordinates suddenly find an opportunity for redemption after being assigned to guard a major gold shipment, while Martha tries to steal it for the Confederacy, and the Hired Guns working with her have plans of their own...

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The film also features Gilligan's Island co-stars Alan Hale Jr. (the Skipper) and Jim Backus (Mr. Howell) in supporting roles.


Contains examples of:

  • Beard of Evil: The villainous Zattig has a beard.
  • Bookends: The film begins and ends with a soldier reporting to Brackenbury that the day's quota of shots has been fired over the heads of the enemy.
  • The Brigadier: General Willoughby, who convicts the men in the first place, isn't a frontline commander.
  • Cassandra Truth: No one will believe Heath and Owen's claims about how the retreat actually got started and they are accused of perjuring themselves. Even Brackenbury asks why they came up with such a ridiculous "cover story".
  • The Cavalry Arrives Late: When General Willoughby finds out about the gold shipment, he's terrified at the idea of Brackenbury being responsible for this and heads out to ensure its safety personally, arriving right after an attempt to stream it has been thwarted, with he and his escort being mistaken for members of the outlaw gang themselves.
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  • Conflicting Loyalty: Davis is a loyal Union soldier but shows some discomfort at the beginning when he finds out that a confederate unit from his home state will be taking part in the battle. Ford solves this by agreeing to place him in a part of the Union lines were he won't be facing them.
  • Contrived Coincidence: It turns out that Brackenbury and Charlie went to West Point together.
  • Court-Martialed: Brackenbury and Heath are put on trial, demoted and reassigned over the retreat at the beginning of the movie.
  • Dating Catwoman: Heath and Martha have some flirtation despite each remaining firm in their loyalty to one of the opposing armies, and both of them being aware of the other's loyalties.
  • Deadpan Snarker: Heath. Especially whenever Brackenbury is in the immediate vicinity.
  • Dirty Old Man: The elderly Brackenbury shows some lust towards Martha.
  • Distracted by the Sexy: Thin Elk is able to ambush Company Q while they're all busy gawping at some women bathing in a nearby river.
  • The Dragon: Monk serves as Zattig's right-hand man, and initially his conduit to Martha.
  • Dressing as the Enemy: Zattig and his men do this in the climax, which leads to the arriving General Willoughby and his men being mistaken for more bandits and sprayed with a fire hose.
  • Get a Hold of Yourself, Man!: Downplayed and Played for Laughs. One of the soldiers suffers from chronic hiccups and it's implied to get worse whenever he's nervous. Heath solves this on one occasion by slapping him across the face and on another occasion as they're preparing to attack, he orders his fellow soldiers to strangle the soldier if he hiccups again.
  • Hyper-Competent Sidekick: Heath is a much more dedicated and skilled soldier than Brackenbury.
  • A Father to His Men: Heath is a nice, and loyal leader to his men who listens to their problems.
  • I Fight for the Strongest Side!: Downplayed with Charlie Thin Elk, the local Indian chief. He maintains ties with the confederates, but is careful to not fully alienate the Union forces (such as by releasing Heath and the others -albiet unnamed -after capturing them) due to knowing they might win the war.
  • Improvised Weapon: During the final battle between Company Q and Zattig's men, weapons include a fire hose, chamber pots, pans, a makeshift catapult built out of old crates, and at least one rolling pin.
  • Mildly Military: At the beginning of the movie, Brackenbury fights the war by merely firing a few shots over the confederate army's heads (while they do the same to him) then both sides just sit back and wait for the war to be over. Most of the men Brackenbury is assigned later also apply.
  • Miss Kitty: Easy Jenny.
  • Naïve Animal Lover: Owen, who claims that horses are attracted to him and follow him wherever he goes.
  • Nice Job Breaking It, Hero: During the opening battle, Heath sends Owen to return due to camp due to feeling that his "horse magnetism" might cause the order of battle to fall apart but he passes Brackenbury, causing his horse to start following Owen, which causes the entire army to follow Brackenbury and retreat before the battle even starts.
  • Noble Savage: Subverted the local Indians are fairly educated and worldly.
  • Noodle Incident: Heath's previous meeting with Easy Jenny apparently involved him somehow preventing her from being arrested.
  • Overzealous Underling: The trouble is started by Heath ignoring Brackenbury's truce with the enemy and instead following proper military protocol to capture a group of enemy soldiers.
  • Ragtag Bunch of Misfits: Brackenbury is assigned every worthless soldier and lowlife in the army that General Willoughby can find before being sent out to the middle of nowhere, and they do prove to be adept at fighting Zattig and his men.
  • "The Reason You Suck" Speech: Heath attempts to give one to Brackenbury "off the record" but just as he really starts to get going, Brackenbury orders him back on the record to shut him up.
  • Reassignment Backfire: Willoughby is terrified to realize that sending Bracknrbury and the others out into the middle of nowhere might have them screw up worse than he can afford. This doesn't happen but they do end up getting the credit for an impressive coup when they foil the robbery.
  • Right for the Wrong Reasons: Bracknbury is court-martialed for cowardice after retreating in the middle of battle. Brackenbury didn't mean to retreat, and only did so because his horse got out of control, but he has been cowardly avoiding battle by arranging with the confederate commander to fire a few shots at each other without actually making an effort to fight.
  • Stealth Pun: During the court-martial where Brackenbury and Heath are on trial for cowardice, there's a constant sound from the chickens that are wandering about outside. With each new piece of testimony that only makes the pair seem more cowardly, the chickens get louder.
  • Teeth-Clenched Teamwork: Played for Laughs. Neither Brackenbury nor Heath can stand each other, to the point where Brackenbury even orders a soldier to let go of a tow rope when Heath is knocked off their river boat in an attempt to get rid of him, but unfortunately for both of them the army has decided that they have to work together.
  • Token Enemy Minority: Sergeant Beauregard Davis is the only southerner among the Union forces.
  • Unwanted Assistance: Heath taking a confederate patrol prisoner at the beginning of the movie leaves Brackenbury chagrined, due to this breaking their truce.
    • Heath also tells Martha of a Noodle Incident where he saw a woman being harassed and tried to step in...only to have both the woman and the man harassing her invoke this and turn their violence on him.
  • Wild Card: Hugo Zattig officially works for the Confederacy, and is their only local commander but is really more of a treacherous bandit out for himself.
  • Wounded Gazelle Gambit: Martha first attracts the attention of the Union officers by having Monk pretend to accost her.


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