Tilda and Tom Cook arrive in Dodge, where Tilda reveals her past as a former riverboat girl. Trouble brews when Tom clashes with Ed Ivers and Varden at the Long Branch. As Tom prepares for a showdown with Ivers, Tilda confesses her history. The tension escalates towards a looming confrontation between the men. Gunsmoke Old Faces aired on March 18, 1961.

Explore the plot and trivia of “Old Faces,” or watch the entire episode below.

Watch the Full Episode of Gunsmoke Old Faces

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Gunsmoke Old Faces Cast

The cast of actors featured in the Gunsmoke episode titled Old Faces includes:

• James Arness as Matt Dillon
• Dennis Weaver as Chester
• Milburn Stone as Doc
• Amanda Blake as Kitty
• James Drury as Tom
• Jan Shepard as Tilda
• George Keymas as Ivers
• Ron Hayes as Varden
• Robert Brubaker as Jim Buck
• Jimmie Booth as Townsman (uncredited)
• Connie Lamont as Townswoman (uncredited)
• Cactus Mack as Townsman (uncredited)
• Fred McDougall as Bartender (uncredited)
• Chick Sheridan as Townsman (uncredited)
• Tom Smith as Townsman (uncredited)
• Glenn Strange as Sam (uncredited)

Full Story Line for Old Faces

As the stagecoach rolls into Dodge, newlyweds Tom and Tilda Cook (James Drury and Jan Shepard) arrive, enveloped in a palpable aura of young love. With her radiant blonde locks, Tilda emanates an air of innocence, while Tom brims with fiery protectiveness over his bride, wary of any glances cast her way.

Trouble stirs when Ed Ivers (portrayed by George Keymas) recognizes Tilda from her days on the Mississippi riverboats. Tom bristles angrily, interpreting Ivers’ recognition as an insult to Tilda’s virtue. Driven by anger, Tom challenges Ivers to a showdown, only to have his world shattered when Tilda admits the truth of her past. Tom’s heartache eclipses his fury as he grapples with betrayal from the person he held dearest.

Full Script and Dialogue of Old Faces

Well, this is Dodge City.

I thought it would be bigger.

Well, that's just because
you heard so much about it.

You told me you'd
never been here before.

I haven't, but I've been in a
lot of cow towns just like it.

I wonder where Jim Buck got to.

I wanted to ask
him about a hotel.

I think he went inside.

I'll go find him.

Don't you run off now.




You're never going to
have to worry about that.

Well, howdy, missy.

Hey,

you're the prettiest little gal

I ever seen in Dodge.

Hey, how's about you
and me going somewhere

and having a little drink, huh?

What's the matter?

Oh,

you's a schoolmarm or something.

Don't matter.

'Cause I like schoolmarms.

Hmm,

you're kind of
snooty, ain't you?




I'll teach you a lesson or two.

Now, you look at me!

Go back to your trough, mister.

Why, you little hussy...

You let go of me!

Let go!

- You all right?
- Yeah.

- Did he hurt you?
- No, no.

He's just a drunk, Tom.

Oh, he's more than
just a drunk, ma'am.

He's Ed Ivers' partner.

What do you mean?

Ed Ivers and him
run a cattle outfit

across the river.

Ivers is kind of a
dangerous man.

Had quite a reputation in Texas.

Gunman you mean?

Folks say he's pretty handy.

Oh, Tom.

Thanks for telling me
about the Dodge House, Jim.

We'll go over there as soon
as we find something to eat.

Delmonico's is just down
the street there, about a block.

Thanks. We'll pick up
the luggage a little later.

Let's go.

Tilda, I don't know
if I like this idea

of your going to
work here in Dodge.

Oh, it's just for a little while
till we can get on our feet.

Besides, I'd like to work
in a general store like that.

Well, how do you know
he needs anybody?

I could tell by
looking in the window.

He's got a lot of
ladies' wear to sell.

Well, if it'll make you happy.

It will, Tom.

With the money I'll be making

and the money you'll
make at the loading pens,

we'll get our own
place that much sooner.

Well, next week, we'll have
been married three whole months.

I'm a lucky man
to have you, Tilda.

I'm going to make
you happy, you'll see.

I'm happy now, Tom.

What's the matter, Chester?

Haven't you ever seen
a pretty girl before?

By golly, she
sure is, ain't she?

What's the matter?

Nothing.

Has that man
been staring at you?

It doesn't matter, Tom.

These people here in Dodge
have got to learn something.

No, Tom, don't make
any trouble, please.

He's the one making it.

Hey, you.

Me?

You're the one staring
at the lady, ain't you?

Well, I was...

kind of looking
her way, I guess.

Well, she's my wife,
and I won't stand for it.

Your wife. Well...

Where you from?

Oklahoma territory, but
that don't matter none.

Oh, well, then she ain't

the one that I thought she was,

'cause I ain't never been
to Oklahoma territory.

Well, you were staring at her.

Well, yeah, I-I thought
that she was somebody

that I used to know
down in Texas.

Uh, Marge Grilk,

as a matter a fact.

Look, mister...

Of course, I ain't
seen Marge Grilk

in about ten years.

She was just a
little bitty ol' thing

the last time I
seen her. Just...

I-I don't think
that I'd even know

who she was even
if I did see her.

I ain't been here in
Dodge over an hour,

and I've had nothing but
trouble with you people.

Well, I-I didn't
mean no offense.

You just watch
your step, that's all.

Golly, what a hothead.

He's gonna get
himself in trouble

if he don't stop
acting like that.

Well, he just doesn't like

people staring at
his wife, Chester.

Well, Mr. Dillon, she could
have been Marge Grilk.

Sure, sure.

Hey, Ed, where you going?

I thought we was
going to the bank.

I want to go in and
buy a pair of boots first.

Come on.

Howdy, ma'am.

Could I help...

What are you doing here?

Well, it ain't me wants nothing.

Him wants a pair of boots.

Well, if there's
something you want,

Mr. Jones is right out back.

Now, wait a minute.

My name's Ed Ivers.

I've seen you somewhere before.

No, that-that isn't likely.

I-I've only been
in Dodge two days.

No, I don't mean
here in Dodge, ma'am.

Where you from anyway?

I don't think that's
any of your concern.

Now-now if there's
something you want, I...

Now, wait a minute.

Wait a minute, I
think I remember now.

It was a riverboat about, uh...

The Memphis Queen, that's right.

About two years ago.

Sure, I did a lot of
gambling on that riverboat.

Don't you remember me?

Ed Ivers?

You mean it, Ed?

You knowed her
on the Mississippi?

I don't know what
you're talking about.

That young fellow that
hit Varden here yesterday,

was that your husband?

You make any
trouble for him, mister,

you're going to regret it.

She come off a riverboat, huh?

Please...

Now, she comes to Dodge
and acts like a schoolmarm.

No, that's a lie.

You ever get tired of him,
honey, you just let me know.

You get out of here.

Both of you get out!

Sure, ma'am.

Come on, Varden.

Well, now come on, Tom.

One little ol' drink
ain't gonna hurt you.

Well, all right, just one,

but then I got to
get back to the hotel.

Tilda's waiting to go to supper.

You know, I'm just awful glad

that I come by the
loading pens today.

Well, so am I.

I'm awful hotheaded
sometimes, Chester.

I'm sorry.

Well, it wasn't no harm done.

- Come on.
- All right.

Come on, let's mosey
up here to the bar

and see if we can get
something refreshing.

Fred, couple of beers.

Right away, Chester.

Short one.

By golly, you know it's
funny how things work out.

I didn't take to you
at all yesterday there.

Not at all.

And here I am
buying you a drink.

What's worse, I'll drink it.

- Yeah.
- Here you go.

Oh, thanks a whole lot, Fred.

Well, here's looking at you.

Same to you.

By golly, I sure do hope
that you and your wife

make out all right here, Tom.

Oh, we will. Tilda's
a mighty fine gal.

Oh, yeah.

Well, I can see that you're
real proud of her, ain't you?

You bet I am.

So that's her name, huh?

Tilda.

You remember that name Ed?

The name don't matter.

What is this?

Well, Ed Ivers here met
your wife today, young fella.

What?

At the general store.

Look, mister, I don't take
kindly to a man like you

being friendly with my wife.

You should have
found that out yesterday.

What's more is I don't want
you mentioning her name

in a place like this
or anywhere else,

for that matter.

Ain't he something?

I mean it.

Now don't get yourself
all riled up, boy.

Your wife is no better
than she ought to be.

I'll kill you for that.

Now, wait a minute. Calm down.

Listen, Ivers, he ain't armed.

Well, now, so he ain't.

I can get my gun.

Why don't you two
leave him alone?

What's the matter
with you anyway?

Keep out of this, Chester.
Your being a gunman

doesn't bother me
one little bit, mister.

Well, I guess nothing
bothers you, does it, boy?

Marrying a woman
off a riverboat?

What?

Your wife.

Tilda, is it?

She worked on the Memphis Queen.

That's right.

I rode it down the
Mississippi several times.

Mister, I'm gonna
have to kill you now.

You couldn't kill me
even if you had a gun, boy.

Ain't worth your life trying.

Not over a cheap
riverboat woman.

You wait right here.

I'll get my gun,
and I'll be right back.

No, wait, I ain't got the time.

We got to get back
out to the place.

I'll come after you.

Ain't no need for that, boy.

I'll be here some time tomorrow.

You can live till then.

All right.

I'll meet you right here.

I'm telling you,

she ain't worth dying for, boy,

but I'll be here.

I'll kill him.

I'll kill both of them.

You Tom Cook?

- What do you want?
- Well, I'm Marshal Dillon.

- I'd like to talk to you for a minute.
- Come on in.

- Thank you.
- This is my wife Tilda, Marshal.

How do you do?

Hello, Marshal.

Maybe we better talk alone.

Well, that's all right, Marshal.

I can guess what
you're here about.

Tilda and I don't have any
secrets from each other.

I told her all about it.

I see.

Well, did you know that
Ed Ivers is an ex-gunman?

I can't let any man talk
that way about my wife,

even a gunman.

He's gonna be a
pretty hard man to beat.

That ain't important, Marshal.

What's gonna happen
to your wife here

if you get yourself killed?

She'll be a lot better off

than having a coward for
a husband, wouldn't she?

Well, I don't know.

Both of you are pretty young.

Looks to me like
you got a long life

ahead of you if you
play your cards right.

I was just going down
for a bottle, Marshal.

Maybe you'll wait, join
us in a drink before supper.

That is, provided we can
talk about something else.

Give the man a chair, Tilda.

Marshal, isn't there some
way you can stop Tom

from going through with this?

Well, that's what I
came up here for.

See if I can help in some way.

You've got to do something.

Of course, you know, I
can't exactly blame Tom.

This fella Ed Ivers said

some pretty rough
things about you.

Do you believe him?

That's not really
any of my business.

It's true.

I did work on the Memphis
Queen for a whole year.

I don't remember Ed
Ivers, but it doesn't matter.

I, uh, tried to tell
Tom, but I-I couldn't.

I was afraid he'd think
I was a liar and a...

and a cheat and no good.

I see. Well...

I'm sorry about this.

I'm sorry about the whole thing.

I... I wish there was something
I could do to help you.

There's nothing anyone can do.

Well, now, wait a
minute, maybe there is.

Tell you what.

When you're through having
supper with Tom tonight,

why don't you send
him down for a drink,

you come on over to my office.

Will you do that?

All right.

Good.

♪♪

Hello, Matt. Come on in.

Hello, Kitty.

Well, this is, uh,
this is Tilda, Kitty.

Kitty Russell, Tilda.

- I'm glad to see you, Tilda.
- Hello.

Well, you're in good hands
here; I'll leave you two alone.

I'll see you later.

Bye, Matt.

You like it?

Oh, yes. It's beautiful.

Thank you.

You know, I'd...
I'd give it all up,

and my ownership
in the Long Branch,

if I could find
myself a husband.

I mean, a good one.

Come on, let's sit down.

Matt told me all
about it, Tilda.

You got yourself quite
a problem, haven't you?

There's nothing
I can do about it.

How much do you
love your husband?

Well, do you think he loves you?

I know he does.

He's gonna find out
for sure someday.

He's not gonna love me then.

He won't want me around anymore.

Now, how do you know that?

What man would?

Tell me about the Memphis
Queen, Tilda, the riverboat.

Just what did you do
when you worked on it?

Well, I-I sang a little, and...

I got men to buy drinks.

But that's all.

Well, it still gives a girl

a bad reputation,
though, doesn't it?

According to men
like Ed Ivers, it does.

Yeah.

And a lot of people think
exactly the same way.

How about your husband,

how does he think?

Tom doesn't know.

Yeah. No, he doesn't, does he?

- You want a drink?
- No, thanks.

Well... I guess it doesn't
matter anyhow, Tilda.

Can't amount to much.

Who can't amount to much?

Well, Tom.

I mean, if you don't
have any faith in him,

and you don't trust him,
then he can't be much good,

now, can he?

Trust him? I'd trust
him with my life!

- You would?
- Well, of course I would!

Then why haven't
you told him the truth?

♪♪

You wait here.

I'll be right back.

Don't go to the
Long Branch, Tom.

Can't we go away somewhere, now?

You know we can't.

Of course.

Don't you worry.

Haven't been a gunman yet

who ain't been
beat sooner or later.

Tom, I'm afraid.

- Here, now...
- No. I...

I've got to tell you something.

- Now, Tilda...
- No, Tom.

What Ed Ivers said is...

true.

What?

It's true.

I did work on the Memphis Queen.

Wha-what are you
saying? You gone crazy?

It's true, Tom, but
it's not what you think!

Stop it. I don't believe it.

I'm not lying now.

I...

I tried to tell
you, I... I tried.

I-I couldn't.

You...

you mean it, don't you?

Yes.

Yes, I mean it.

♪♪

Hello.

Are you Tom Cook?

That's right. How'd you know?

I just guessed.

Who are you?

I'm Kitty Russell.

I own this place.

You know, the marshal told
me I might have a little trouble

in here today.

Look, Miss Russell, I
can't talk to you now.

You must be awful handy with
a gun to face a man like Ivers.

I'm waiting for him.

You know, Tom, you
got an awful nice wife.

You got it mixed up.

I don't have a wife.

Oh.

Well, good luck.

Sam, go get the marshal, quick.

Yes, ma'am.

Get over to the bar.

Well, boy...

it's your move.

Come on, draw!

I got no reason.

You got no reason?

What you said about
my wife was true.

Well, I'll be doggone.

I found out you was right.

You found out just in time.

It ain't that I'm afraid of you.

No, of course not, boy.

I never said you was.

I'll buy you a drink?

No, thanks.

I got one.

Barkeep, set up a bottle here.

As a matter of fact, set up two.

Two of 'em?

We're having a drink,
Varden, to, uh, Tom Cook here.

You know, he's a real man.

He can admit when
he's been wrong.

- Ain't everybody can do that, is it?
- Mm.

So he found out his
woman worked on a riverboat

- after all, huh?
- Mm-hmm, that's right.

Here, boy, have a
drink on Ed Ivers.

He don't seem very
friendly, does he?

Well, you can't blame him,
finding about his wife and all.

You know, that's
quite a blow to a man.

He does look kind
of sick, don't he?

Yeah, that's right.

Believe me, I know them women,

they are plumb bad, all of 'em.

You just can't trust
them riverboat cheats,

nary a one of them.

You sure found that
out by now, ain't ya, boy?

Well, ain't ya, boy?

I heard all I want to hear!

That does it, boy.

Drop it, Ivers.

That one went in the ceiling.

The next one'll
blow your head off.

I can put a bullet in you
before you can pull that trigger.

You wouldn't even
get to the door alive.

Who says I wouldn't?

I do.

Hold it right there.

Now, put the gun up.

All right, Pete, you and Mike

get him up to Doc's
right away, will you?

He drew first, Marshal.

Ivers, get out of here
and take your boy with you.

- I said he drew first, didn't I?
- Don't push your luck.

- You taking up for that boy, Marshal?
- I am.

Well, he ain't worth it.

Come on, Varden.

Kitty, you did just fine.

How do you feel?

Oh, I'm-I'm all right.

Fred...

I think Miss Kitty
here can use a drink.

Oh, thanks, Fred.

♪♪

Tom, you awake?

Yeah.

Well, I just wanted to tell
you you're... you're fine.

You're gonna be all right.

You got nothing to worry about.

Yes, I have, Doc.

Well...

I'll be in the back
room if you need me.

Fine, thanks.

♪♪

Tom?

I didn't know you were here.

I've been here the whole time.

Doc didn't want
me to bother you.

Why didn't you tell me...

from the beginning?

I... I was afraid you
wouldn't understand,

and I didn't want
anything to happen to us.

Wouldn't have
made any difference...

if I'd known from the start.

I'm sorry, Tom.

I... I couldn't be sure of that.

It's just because I...

I loved you so much, I...

I was afraid of losing you.

I don't guess I made
it very easy for you.

I guess we...

both been wrong.

We got to have
faith in each other.

Behind the Scenes of Old Faces

Between 1965 and 1969, Jan Shepard, who depicted James Drury’s character’s wife, appeared alongside Drury five times in The Virginian (1962). Intriguingly, despite their frequent on-screen partnerships, she never assumed the role of his spouse in the series.

In the final scene set at the Long Branch, a painting portraying a Pony Express rider hangs behind Tom’s left shoulder. Crafted by HW Hansen and completed in 1900, the painting’s timeframe extends beyond Matt Dillon’s era, presenting a notable anachronism.

Looking for More Gunsmoke Episodes?

Were you feeling worn out by your usual TV fare? Shake things up with Gunsmoke for your next viewing adventure. This enduring American Western series aired on CBS from 1955 to 1975, spanning 20 seasons. Old Faces stands as the 26th episode of Season 06, delivering another captivating chapter in the vibrant story of Dodge City.

You can find more about any of the Gunsmoke episodes here.