Butch Cassidy and the Sundance Kid (1969) is the likeably entertaining, charming and amusing comedy/drama of the friendship and camaraderie shared between the two handsome and humorous buddy leads - legendary, turn-of-the-century Western outlaws and their "Hole in the Wall" gang. Historical antecedents for the two daring "Robin Hood" outlaws actually existed, two notorious figures who were sadly anachronistic for their turn-of-the-century times:

• "Butch Cassidy" (outlaw Robert Leroy Parker)
• "The Sundance Kid" (outlaw Harry Longbaugh)

In the early 1900s, they came toward the tail-end of a long stream of bank/train robbers and highwaymen in the 19th century. Their exploits were perfect for a film that was intended to portray outlaws who mock and defy authority and the Establishment. After relentless pursuit by authorities, the train-robbing outlaws fled to Bolivia (after a brief stopover in New York City) with the Kid's schoolteacher-lover - hoping to find better luck.

Instead of the ultra-violence typical of other outlaw films, the screenplay (William Goldman's first screenplay - he also authored The Great Waldo Pepper (1975) and Marathon Man (1976)) and the direction of George Roy Hill focused on the endearing mis-adventures of the bandits/heroes, using impudent slapstick comedy, conventional Western action, contemporary music, and humorous dialogue to characterize the past and irreverently poke fun at typical western film cliches. The whimsical revisionist Western film, with the new "M" rating (for mature), although varying considerably in tone and mood, did so by imitating the styles of other cultish outlaw films, including director Arthur Penn's Bonnie and Clyde (1967), and the balletic graceful shootouts of Sam Peckinpah's The Wild Bunch (1969).

The good-natured film from director George Roy Hill, one of the most popular (and highest-grossing) westerns ever made, revived the careers of two 'golden-boy' Hollywood actors:

• superstar Paul Newman (in most of his previous films, he had been a rebellious loner - The Hustler (1961), Hud (1963), and Cool Hand Luke (1967))
• newcomer Robert Redford - who had previously appeared in stage plays and only a few films (i.e., Barefoot in the Park (1967))

[Note: Warren Beatty was originally slated for the Butch role, and Steve McQueen for the Sundance Kid role.] The two male leads would again co-star (only once more) as big-screen buddies in George Roy Hill's Best Picture winner The Sting (1973), with ten Oscar nominations and seven wins. The flip-side of this light-hearted buddy picture was its major competitor of the year, the X-rated, dark Midnight Cowboy (1969) with its anti-heroes Ratso Rizzo (Dustin Hoffman) and Joe Buck (Jon Voight).

Of the seven Academy Award nominations, there were four Oscars: Goldman was awarded an Oscar for Best Story and Screenplay and Conrad Hall was honored for his cinematography. Two other statues went to Burt Bacharach for Best Song ("Raindrops Keep Falling on My Head," lyrics by Hal David) and Best Original Score. The other three nominations were for Best Picture, Best Director, and Best Sound.

The film opens with the credits next to a sepia-toned "film within a film" of "The Hole In The Wall Gang." The silent flicker portrays the legendary outlaw gang holding up a train. The group's exploits in the newsreel-style film bear a resemblance to, and were said to have inspired one of the earliest classic films, The Great Train Robbery (1903), by Edwin S. Porter. A title card suggests that the film about legendary characters is reasonably authentic and factual:

Most of What Follows Is True

The sepia tone of the newsreel is extended into the first sequence. [The beginning of the film's action is set just before the turn of the century.]

In the memorable opening, the screen is filled with an immense close-up of the face of sly, funny, witty, smart-ass, egotistical, and handsome Butch Cassidy [(Paul Newman) not identified as Butch until later in the film]. Still framed in extreme close-up, he stops and glances in a window in town - one that is heavily barred. From the outside of a modern, high-security bank, he expertly surveys and cases the frontier town's building, looking at other higher-up barred windows. In the bank's front door, he stands and observes the bank's strong measures against robbery: a security button and an alarm bell. At the three o'clock closing, he watches the banker deposit a sack of money in a large bank safe, enclosed behind more bars. There are loud slammings of window covers, latches, and doors. He notices how secure it is and how things have changed - asking the uniformed guard:

Butch: What happened to the old bank? It was beautiful.
Guard: People kept robbing it.
Butch: That's a small price to pay for beauty.

Butch's partner is introduced in a similar, sepia-toned sequence filmed in close-up. During a blackjack card game in Macon's Saloon - a typically cliched Western scene, Butch's partner, a dead-panning, silent, dim-witted, mustached, dark-hatted cardsharp 'The Sundance Kid' [(30 year old Robert Redford in a breakout role) not identified by name until later] deals cards to other players at a gaming table. One opponent named Tom folds his hands and asks for credit from the saloon owner/gunman Mr. Macon (Donnelly Rhodes), but is denied. Off-camera, Macon confronts the mustached player:

Macon: Well, it looks like you just about cleaned everybody, fella - you haven't lost a hand since you got the deal. What's the secret of your success?
Sundance: (mono-syllabically) Prayer.
Macon: Let's just you and me play.

Sundance plays against his final, sole opponent - a professional gambler and gunman and the only one left at the table. When Macon busts, he accuses Sundance of cheating while the card player is raking in his winnings and stacking everything neatly in piles: "You're a helluva card player fella. I know, cause I'm a helluva card player. And I can't even spot how you're cheatin'." Although Sundance attempts to ignore the insulting accusation, other players back off. Macon stands with his immense hand readied by his holstered gun: "The money stays - you go."

Butch enters the saloon - he would rather rely on his brains than gunplay, and so he interrupts an impending shoot-out:

Butch: We seem to be a little short on brotherly love around here.
Macon: If you're with him, you'd better get yourselves out of here.
Butch: (urging his partner) We're on our way. Come on.
Sundance: (with his head slightly down) I wasn't cheating.
Butch: (now more urgently as he drops down beside him) Come on!
Sundance: (louder) I wasn't cheating.
Macon: You can die. For that matter, you can both die.
Butch: You hear that?
Sundance: If he invites us to stay, then we'll go.
Butch: We were gonna leave anyway.
Sundance: He's gotta invite us to stick around.
Butch: He'll draw on ya. He's ready. You don't know how fast he is. (He moves around behind his pal) I'm over the hill, but it can happen to you.
Sundance: That's just what I want to hear.
Butch: Every day you get older. Now that's a law! (Macon cocks his pistol.) (Butch rises and moves over to the gunman) What would you think about maybe asking us to stick around?
Macon: What?
Butch: You don't have to mean it or anything. Just ask us to stick around. I promise you...(Macon refuses to listen and gestures sharply for Butch to move away. Butch hesitates, turns toward his pal, and softly advises) I can't help you, Sundance.

When the gunman realizes the identity of his opponent - that he is up against quick-draw "Sundance," a horrified, dismayed look crosses his face. As they stand facing each other, the gunman humbly apologizes to the fearsome killer with a deadly reputation, and then requests a display of Sundance's expertise as a gunman:

Macon: I didn't know you were the Sundance Kid when I said you were cheatin'. If I draw on you, you'll kill me.
Sundance: There's that possibility.
Butch: No, you'd be killin' yourself. So why don't you just invite us to stick around? You can do it, and easy. Come on. (coaxing) Come on.
Macon: (blurting out a subliminal apology) Why don't you stick around?
Butch: Thanks but, hah, we gotta get goin'. (He scoops up the Kid's winnings into his hat.)
Macon: (watching as Sundance strides out) Hey Kid! (louder) Hey Kid! How good are ya? (Sundance dives, whirls around, fans his gun and fires, demonstrating his lightning-fast draw. He detaches the gunman's gunbelt from his waist and sends his gun skittering and spiraling across the floor.)
Butch: (to Sundance as they both leave) Like I've been tellin' ya, over the hill.

As they ride back to their Wyoming hide-out (the infamous 'Hole in the Wall' concealed in rugged canyons) before rock formations, the film slowly becomes full-color. When they reach a valley floor and guide their horses through a small stream as they draw near to the entrance, Butch exclaims:

Boy, y'know, every time I see 'Hole in the Wall' again, it's like seeing it fresh for the first time, and every time that happens, I keep asking myself the same question, 'How can I be so damn stupid as to keep comin' back here?'

From a rock cliff, an armed lookout (in the foreground) signals to Butch. The two are the perfect pair: an independent, unconventional thinker, Butch has the brains and is a quick-witted visionary, disrespectful of both the law and the establishment. Sundance provides the strong, quick-draw, traditional Western hero. Sundance has heard Butch's fanciful dreams before, such as his bright idea that Bolivia has better pickings with its silver, tin, and gold mines:

Sundance: What's your idea this time?
Butch: Bolivia.
Sundance: What's Bolivia?
Butch: Bolivia. That's a country, stupid! In Central or South America, one or the other.
Sundance: Why don't we just go to Mexico instead?
Butch: 'Cause all they got in Mexico is sweat and there's too much of that here. Look, if we'd been in business during the California Gold Rush, where would we have gone? California - right?
Sundance: Right.
Butch: So when I say Bolivia, you just think California. You wouldn't believe what they're finding in the ground down there. They're just fallin' into it. Silver mines, gold mines, tin mines, payrolls so heavy we'd strain ourselves stealin' 'em.
Sundance: (chuckling) You just keep thinkin', Butch. That's what you're good at.
Butch: Boy, I got vision, and the rest of the world wears bifocals.

When they reach their headquarters at the base of the valley, cabins are visible. One of their gang members, News Carver (Timothy Scott), is uncharacteristically busy saddling his horse. After glancing at brutish, towering lug Harvey Logan (Ted Cassidy), who has briefly contested Butch's leadership during his absence, News nervously explains that Butch's challenger has decided to rob the Union Pacific Flyer instead of their traditional target - the bank that Butch had in mind:

News: Just fixin' to rob the Union Pacific Flyer, Butch. That's all we had in mind.
Butch: You fellas got everything I told you all wrong. Sure, we might hit the Flyer, but even if we do, it won't be this run. It'll be the next one - the return. Now Sundance and me, we've been checkin' the banks.
Harvey: (a booming voice from off-screen) No banks.
Butch: What?
Harvey: The Flyer, Butch.
Butch: Well, as bad as they are, banks are better than trains. They don't move. They stay put. You know the money's in there. When I left, I gave orders.
Harvey: New orders been give.
Butch: Well I run things here, Harvey.
Harvey: Used to, you did. Me now. (Gesturing quickly toward Sundance, who has remained silently mounted on his horse.) This don't concern you! (To Butch) You tell him to stay out!
Butch: Well, he goes his own way, like always. (He looks around at his gang and walks toward Harvey) What's the matter with you guys? When I came here, you were nothin'. You weren't even a gang. I formed ya.
Harvey: Who says?
Butch: Well, read 'em a clippin', News.
News: Which one?
Butch: Any of 'em.
News: This one here's from the Salt Lake Herald. 'Butch Cassidy's Hole in the Wall Gang ...' (News keeps reading)
Butch: (interrupting) 'Butch Cassidy's Hole in the Wall Gang' - that's me! You want Harvey to do your plannin' for ya? You want him to do your thinkin' for ya? You want him to run things? You can shut up now, News.
News: Oh not yet 'til I get to the good part, Butch. '...also known to have participated in the holdup are 'Flat Nose' Curry and 'News' Carver.' I just love readin' my name in the paper, Butch.
Butch: (to 'Flat Nose' (Charles Dierkop), nicknamed for obvious reasons) OK, so we just forget about Logan takin' over, OK 'Flat Nose'?
Flat Nose: Well you always said that anyone of us could challenge you Butch.
Butch: Well, that's cause I figured no one would do it.
Harvey: Figured wrong, Butch.
Butch: (desperately) You guys can't want Logan!
News: Well, at least he's with us, Butch. You've been spendin' a lot of time gone.
Butch: Well, that's because everything's different now.
Harvey: Guns or knives, Butch?
Butch: (ignoring Harvey) It's harder now, you gotta plan more, you gotta prepare more.
Harvey: Guns or knives?
Butch: Neither.
Harvey: Pick!
Butch: I don't wanna shoot with ya, Harvey.
Harvey: (pulling out a large Bowie knife) Anything you say, Butch.
Butch (approaching and whispering to Sundance): Maybe there's a way to make a profit in this? Bet on Logan.
Sundance: I would, but who'd bet on you?
Harvey: (as he calmly removes his shirt) Sundance! When we're done and he's dead, you're welcome to stay.
Butch: Listen, I don't mean to be a sore loser, but uh, when it's done if I'm dead, kill him!
Sundance: (said to Logan but in response to Butch's request) Love to. (He gives a disarming smile and wave toward Harvey.)

Butch, using a clever ruse, walks unarmed up toward his rival. Harvey is already in a knife-wielding stance, and asks that they first work out the rules: "No, no, not yet, not until me and Harvey get the rules straightened out." As Harvey rises up and exclaims: "Rules - in a knife fight? No rules!" Butch swiftly kicks him in his crotch with a perfectly-aimed blow. The uprising is quickly suppressed as Harvey crumples to his knees and grabs his groin. Butch mocks his opponent: "Well if there ain't gonna be any rules, let's get the fight started. Someone count 'one-two-three-go'." Sundance obliges, rapidly counting out the phrase. With his two hands locked together, Butch delivers a swinging blow to Harvey's jaw. With Harvey sprawled out, Flat Nose hurries over: "I was really rootin' for ya, Butch."

After re-establishing command, Butch ironically co-opts Harvey's audacious plan to rob the Union Pacific Flyer twice on successive runs - they'll hit it in one direction and then hit it again on its return trip: "Nobody's done that to the Flyer before. No matter how much we got the first time, they'd figure the return was safe and load it up with money." Butch is both impressed and flabbergasted by Harvey's idea: "Harvey thought of that?!"