Two aging saddle tramps (Lee Marvin, Jack Palance) return from an unusually strong winter in the mountains to the ranch that employs them, only to find out it's been sold. While Palance realizes the Old West is changing forever and day of the cowboy is gone, Marvin resists the idea. When Palance marries a pretty widow (Allyn Ann McLerie, CALAMITY JANE) and settles down, Marvin finds himself unable to adjust to the encroaching civilization. The death of the Old West has been fodder for many films but perhaps no other film quite handles it so affectingly. The directorial debut of the acclaimed cinematographer William Fraker (ROSEMARY'S BABY) is erratic. A good portion of the film is crammed with cliches (barroom brawls, whore with a heart of gold etc.) and rather awkward humor. But there are moments of genuine beauty and emotional honesty, too. When it's good, it's very good. Marvin in the title role doesn't hit all the right notes and I couldn't help thinking how better it might have been if he and Palance had switched parts. Jeanne Moreau, as an aging prostitute, in her American film debut is quite touching in an underwritten part that is completed by her presence. David M. Walsh (PRIVATE BENJAMIN) is responsible for the resplendent cinematography but John Barry's underscore is inappropriate though there's a lovely title song The Good Times Are Coming sung by Mama Cass. With Mitchell Ryan, Jim Davis, Matt Clark, G.D. Spradlin and Bo Hopkins.