Plot:
In a wagon heading west, we meet little Mary (Jeanne Ellis), who has been brought along by her Uncle Davy (Charley Grapewin) after the death of her gambler pa in Kentucky. She is a chip off the family tree, betting her Uncle a dollar that the Indian tom-toms in the distance don’t scare her a bit. That night, the little band huddles around a campfire, and Uncle Davy tries to cheer Mary, blowing a tune on a convenient jug. She joins him in the lovely “Shadows on the Moon.”
A tall figure steps suddenly out of the darkness into the firelight. It is Father Sienna (H.B. Warner), come to welcome them and give them a map of the trail through the mountains. Hiding in the darkness, watching the scene, are the fierce bandit Ramerez (Noah Beery Sr) and his little Gringo (Bill Cody Jr).
The bandits seize the mission for a hideout. There, Ramerez teases his adopted son for mooning over the blonde little señorita. We learn that the boy was stolen from his parents by Indians and later found by Ramerez’s soldiers. Now he and Ramerez are both “Soldiers of Fortune.” When a terrified servant protests that there is no more food, little Gringo shoots one of the mission sheep with a bow and arrow. The beast falls dead at the feet of Father Sienna.
Ramerez happily rewards the boy with a medal from his own highly decorated chest. But Father Sienna speaks so movingly of the rights of others and of the settlers that have come in peace that Gringo is ashamed. Ramerez snatches back his medal, explaining to Father Sienna that if he does not reclaim them when Gringo is bad, he would have none to give him when he is good. Father Sienna gives Gringo a different kind of medal, a religious one.
At the Padre’s urging, the local Indians decide to ride down and make peace with the wagon camp. Ramerez follows them at Gringo’s insistence. The settlers see Indians coming and fire blindly. Ramerez falls. He is carried back to his own camp where he begs Gringo to sing “Soldiers of Fortune” once more. As the boy sings, Ramerez dies and a new Ramerez is born.
In a Slavko Vorkapich montage, we see the progress of his “career” as WANTED posters offer higher and higher bounties for him, dead or alive. The adult Ramerez (Nelson) appears at the top of the canyon concealing his camp. Leading his band back from a successful expedition, he steers his horse down the twisting path, singing a full-throated version of “Soldiers of Fortune.”
His comic sidekick, Mosquito (Leo Carrillo), is quickly surrounded by señoritas seeking presents. Ramerez tells him that bandits have no time for love, but then gives some trinkets to Nina (Priscilla Lawson, Princess Aura in the Flash Gordon serials), oblivious to her obvious adoration and jealousy. He is glad to be back in camp with food, wine, and the trees talking to each other overhead. Idly, he begins to sing the song he heard so long ago: “Shadows on the Moon.”
Far away through the pines, another voice is singing the same song. Mary (Jeanette) stands on the porch of her cabin, rocking a baby and crooning the haunting lullaby:
Shadows on the moon are saying summer’s on the wane.
The sun will soon give way to autumn rain.
(Copyright 1938, Renewed 1965 Metro-Goldwyn-Mayer, Inc.
Rights controlled by Leo Feist, Inc. Used by permission.)
The baby belongs to Mary’s Indian companion, Wowkle (Ynez Seabury), who is helping Mary pack for her yearly trip to Monterey. Their conversation reveals that the Girl now owns the Polka Saloon, inherited from her Uncle Davy—“The only saloon in Cloudy, run by the only woman in town.”

Alabama (Buddy Ebsen) serenades the Girl.
A whistle outside announces the arrival of Alabama (Buddy Ebsen) on a mule. His piping flute and her coloratura combine in the delightful “Wind in the Trees.” Alabama has come to fetch Mary to the Polka where the Sheriff is waiting eagerly with a surprise. (“Cloudy Street,” on which the Polka is situated, was also used for Anna Karenina and Balalaika. In 1943 it was bombed for Song of Russia, and what was left was used in the Technicolor remake of Rose Marie.)
At the Polka, Mary checks on the customers, including a gentlemanly old drunk, the “Professor” (Brandon Tynan). A miner deposits his gold with her for safekeeping and she adds it to the already overflowing safe. If Wells Fargo doesn’t get through soon to pick it up, Ramerez may hear of it. Sheriff Jack Rance (Walter Pidgeon) assures her the money is safe as long as he is on the job. He saunters out, and the grinning miners crowd around Mary. The surprise is revealed to be a white piano. “Sure has got pretty teeth,” cries a grizzled codger.
Mary rushes out to thank Jack. “Only cost five thousand dollars,” he demurs. He asks Mary if she will be ashamed of running the Polka when she gets to Monterey and meets all those fancy people. Mary is startled. Is he ashamed? “With you in it, the Polka’s a church!” he replies. Mary can’t imagine Jack Rance in church. Unless, he tells her ardently, it’s to marry her. He wants to take her back East and stake her as a singer. Mary lightly refuses. She loves Cloudy too much to leave.
Inside, the boys are banging away on the poor piano. With great dignity, the “Professor” rises and staggers to the keyboard. The rowdy laughter subsides as his aimless passes at the keys turn into “Liebestraum.” The Girl sings as the camera shows an assortment of Cloudy citizens held in rapt attention by the music. In a voice choked with emotion, the “Professor” announces that the last time he played this song was in London before an audience of two thousand people—and the King.
The bandit Ramerez (Nelson)
holds up the stage, but the Girl (Jeanette) manages to retain her most precious
possession. (Frank O’Connor, center; Ynez Seabury as Wowkle, right.)
Mary departs for Monterey with a bodyguard of Rance’s best men. They are good men, but not good enough for Ramerez, who, with bandanna and Mexicano accent concealing his true origin, robs the coach and woos the lady. The lady’s fiery resistance spurs Ramerez’s interest. When she slaps his face, his fate is sealed.
He sends his men back to camp while he and Mosquito follow Mary to Monterey. Is it safe for bandits in Monterey? Mosquito asks. They’ll go as honest men, Ramerez replies. But what, asks Mosquito, if honest men like them meet some bandits?
In Monterey, Mary happily presents Father Sienna with the gold she has brought to the mission, hidden with the papoose during the robbery. He thanks her. If it weren’t for her and the mysterious stranger who drops a large bag of gold in the poor box each month, he doesn’t know what the Indians would do. Always the mystery gold is wrapped in bark with a message scratched on it: “Return this to your Indians. After all, it rightfully belongs to them.”
Father Sienna turns to the organ to rehearse Mary in the song she will sing at mass tomorrow morning. The Governor is coming down for the fiesta and will be in attendance. The Governor! Mary is nervous, but begins singing “Ave Maria.”
The scene dissolves to the choir loft of the old Spanish church where she is singing, accompanied by a boys’ choir. The Governor (Monty Woolley in one of his earliest film roles) is delighted with her voice and sends word, asking her to sing for him at the Mariachie.
The big night arrives, and Mary is scared stiff. As the merrymakers whirl past her window, she practices curtsying for the momentous meeting. It’s just no good, she decides. She’ll bungle it. Couldn’t Father Sienna tell them she doesn’t feel very well? “Do you want me to lie, Mary?” He cheers her up, and, when her escort is announced, she steadies her bobbling hoopskirt and marches to her fate.

The bandit Ramerez pursues Mary, disguised as Lt. Dick
Johnson. Mary doesn’t recognize him.
Her fate is a handsome officer, “Lt. Dick Johnson,” whom she doesn’t recognize without a mask. Ramerez has borrowed a uniform, leaving its occupant in his underwear. With Mosquito as coachman, he drives Mary through the festive streets, joining the throng in singing the romantic “Señorita.” On such a night there is plenty of time to get to the Governor’s rancho. The horse stops to rest beside the moonlit ocean, giving Dick a chance to reprise “Señorita.”
Pity me, señorita.
I was free, señorita.
Then you happened along
With your smile and your song
And I knew...
That as long as there was love in my heart
I would love only you.
(Copyright 1938, Renewed 1965 Metro-Goldwyn-Mayer, Inc.
Rights Controlled by Leo Feist Inc. Used by Permission.)
The Girl happily listens to his song and his compliments (that her eyes are like “two spoonfuls of blue Pacific”), but when he tries to steal a kiss, he gets another slap in the face. She commandeers Mosquito’s carriage and arrives at the Governor’s rancho just in time to sing “Mariachie.”
In an Albertina Rasch dance spectacle fraught with unintentional symbolism, galloping horses circle a cluster of writhing female dancers, who are then snared by enormous bullwhips wrapped around their waists. Despite enough Freudian overtones to keep three Busby Berkeley numbers going, the dancing gets pretty dull and is brightened only when the police discover Dick, who has followed Mary. He has time for only one chorus before he must depart with the irate constabulary in hot pursuit. Puzzled, Mary returns to Cloudy. We are now more than halfway through the film and have just reached the point where the stage version begins.
Ramerez also travels to Cloudy to hold up the saloon safe. He doesn’t suspect that Mary is the Polka’s owner and guardian. As part of the bandits’ strategy, Mosquito interrupts a tedious song assigned to Alabama (“The West Ain’t Wild Anymore”) and implies that he is Ramerez.
The real Ramerez is at the Polka asking for whiskey and water. “I’m sorry, sir,” answers the bartender (Billy Bevan). “We don’t serve no fancy drinks.” Ramerez arouses Jack Rance’s suspicion, but Mary appears just in time to vouch for him. Jack doesn’t like anyone trying to jump another man’s claim and figures Dick can see all he wants of Cloudy in an hour.
Meanwhile, Mosquito’s ruse has worked. Alabama rushes into the Polka gasping that the bandit is up at his blacksmith shop. With a $10,000 reward on the culprit’s head, the saloon is emptied in no time. Mary is concerned about the gold she is guarding for the hardworking prospectors and asks Dick to help her lock up. The gold may not be hers, but bandits would have to take her before they could take it. She tells Dick of finding a dying prospector and promising to send his stake to his family back East. (The basically touching story is couched in such euphemistic terms for death and told with so much eye-batting that it becomes maudlin.)
Mary goes to close the shutters, the signal for Ramerez’s men to ride down from the hills. He stops her. “Don’t do that! If you do...”—he catches himself—“You’ll shut out the moon.” He abandons his plan to rob the Polka and, like Dante, asks for one hour with his Beatrice. Unlike Dante he gets it, serenading Mary with “Who Are We to Say?” beside a mountain stream.
The hour is up, and Dick must leave. Of course, Mary tells him, if he is not too far away tomorrow night, she’ll be fixing supper in her cabin up the hill. “All tonight I’ll be saying ‘tomorrow,’” he says. “And all tomorrow I’ll be saying ‘tonight,’” Mary replies.
Back in the bandits’ camp, Ramerez is oblivious to the hostility around him. His men are furious because his lovemaking has cost them their prize. Nina is also furious and slips away to have her revenge.
A snowstorm is just beginning the next evening, but nothing could keep Dick away. Wowkle is putting the finishing touches on the stew when he arrives. She and Dick exchange pleasantries in Indian dialect. Mary wants to know what was said. “Him say get out now so he can be alone with you,” Wowkle says, pulling on her blanket. Dick looks sheepish. “I tell him you say same thing before he come,” Wowkle continues. Dick grins.
With the wind howling outside, Ramerez discovers that Mary is the girl he has always remembered from his childhood, and they declare their love. Suddenly, Jack Rance and the boys from the saloon are heard shouting outside. Dick panics and hides. Mary covers for him, thinking he fears Jack’s jealousy. But Jack makes it clear that the fancy gentleman at the saloon was really a bandit. Ramerez’s girlfriend is waiting at the Sheriff’s office to collect the reward. Mary is stunned at this news, but recovers herself and mocks Jack for having the bandit right in front of him and not recognizing him.
Jack strides out to his horse, but Alabama lingers behind. He asks if there is anything he can do. In his hand is the smoldering cigar Ramerez left on the mantelpiece. The Girl thanks him and he quietly leaves.

Dick is shot as he tries to escape. Mary must pay a terrible
price for his life.
Mary orders Ramerez to come out and account for himself. She could forgive him his profession, but not his girlfriend. Hysterically, she orders him out of the cabin. He is gone only a few moments when shots are heard. He staggers back in and the Girl relents. She hides him in the loft as Jack pounds on the bolted door. He is sure he saw Ramerez enter the cabin, but Mary convinces him he was wrong. “If you say he didn’t, Girl, that’s good enough for me,” he says. A trickle of blood falls on their clasped hands.
Jack Rance hauls Ramerez out of hiding and is ready to turn him over to a lynching party. He’d have gambled his life that Mary was the last person in the world to help a rat like that.
The Girl challenges him to a bet. She’ll play him three hands of poker. If he wins two out of three, he gets Ramerez—and her too. If he loses, he doesn’t get either. Jack Rance’s character and the nature of his interest in the Girl have been so tenuously established that it seems mere plot convenience when he consents to the game.
Each wins a hand. Then Mary cheats and wins the third game. Jack concedes like a gentleman, then notices that she has thumbnailed the cards. In a fury, he tells her that he’d kill her if she were a man. Tearfully Mary asks him to let Ramerez go and keep her. The scene has now changed focus so many times that we are not astonished when Jack says yes. “I don’t cheat, Girl, and I never lie,” he tells the Girl proudly. The lengthy cabin sequence that should have been the dramatic high point of the film ends, not with a bang but a whimper and a few bars of “Liebestraum.”
Mary is seen bidding the boys at the Polka goodbye. She and Jack are off to Monterey to be wed. The boys beg for a farewell song. She tries to sing “Who Are We to Say?” but chokes on her tears.
In Monterey, Father Sienna is anxiously awaiting the bridal couple when a “man” is announced. It is Ramerez, come to ask the Padre’s help in returning to the ways of the boy, Gringo, whom the Padre knew so long ago. The priest happily consents, but first he must perform a wedding. He leaves Ramerez in the garden and goes to greet Mary and Jack. Jack is escorted to the office to sign the register, and Mary wanders into the garden. Jack sees her and Ramerez together from the window and makes a graceful, if utterly illogical, exit, leaving them to sing a final reprise of “Señorita.
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