Robert Mitchum and George Kennedy. That’s the movie. Honestly, if you’re looking for the pulse of the 1969 Western comedy The Good Guys and the Bad Guys, you don't need to look much further than the chemistry between those two titans. It was a weird time for Hollywood. The "New Hollywood" wave was crashing in with Easy Rider, yet here was director Burt Kennedy trying to capture the twilight of the American frontier with a mix of slapstick and genuine pathos.
The film follows an aging marshal who gets forced into retirement, only to team up with his career-long nemesis—an outlaw who has been kicked out of his own gang for being "too old." It’s a meta-commentary on getting older in an industry that stops caring about you.
The Good Guys and the Bad Guys Cast: A Breakdown of the Legends
Robert Mitchum plays Marshal James Flagg. Mitchum was always the king of the "low-effort" cool. He never looked like he was trying, which, ironically, made him one of the most compelling screen presences in history. In this film, he’s grumpy. He’s tired. He’s essentially playing a man who realizes the world has moved on to fast cars and telephones while he’s still cleaning his six-shooter.
Then you have George Kennedy as "Big" John Grundy. Kennedy was fresh off his Oscar win for Cool Hand Luke, and he brings a certain hulking vulnerability to the role. Grundy isn't a villain in the traditional sense; he's a relic. When his gang, led by the younger and far more vicious Waco (played by a very intense David Carradine), abandons him, the dynamic shifts. It becomes a buddy cop movie before that was even a standardized genre.
The supporting players are a "who's who" of character actors:
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- Martin Balsam as Mayor Wilker: The quintessential corrupt, or at least highly annoying, politician who wants Flagg out of the way to usher in "progress."
- David Carradine as Waco: Long before Kung Fu or Kill Bill, Carradine was mastering the art of the cold-eyed psycho. His Waco represents the "New West"—pointless violence without the old-school code of honor that Flagg and Grundy share.
- Tina Louise as Carmel: Most people know her as Ginger from Gilligan's Island, but here she plays the "lady with a past" who anchors some of the film's more grounded moments.
- Douglas Fowley as Grundy’s old pal: A veteran of the silent era and the early talkies, adding that layer of authenticity to the "dying breed" theme.
Why the Chemistry Between Mitchum and Kennedy Mattered
If you watch the scenes where Flagg and Grundy are bickering in the boarding house, it doesn't feel like a scripted 1960s Western. It feels like two old friends who have spent thirty years trying to kill each other and have finally realized they’re the only ones left who understand the rules of the game.
Mitchum was notoriously difficult to impress. He famously hated "method" acting and preferred to hit his marks and go home. But with George Kennedy, there was a mutual respect. Kennedy could match Mitchum’s physical stature—both were big men—which made the physical comedy work. When they’re tumbling around or trying to out-maneuver the younger gang, the stakes feel real because the actors are leaning into their own age.
The film was shot in Chama, New Mexico. You can see the cold. You can see the dust. It wasn't a sterilized backlot production. This environment helped the cast stay in that gritty, transitional headspace.
The Cultural Shift of 1969
You have to remember what else was happening when The Good Guys and the Bad Guys hit theaters. The Wild Bunch had just come out. Sam Peckinpah had basically turned the Western into a bloodbath of slow-motion bullets and nihilism.
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Burt Kennedy’s film was doing something different. It was nostalgic but cynical. The cast had to walk a fine line between being funny and being pathetic. If Mitchum played it too straight, the jokes about his "retirement" wouldn't land. If he played it too silly, the threat from David Carradine’s gang wouldn't feel dangerous.
The "Bad Guys" in the title doesn't just refer to the outlaws. It refers to the bureaucrats and the changing times. The casting reflects this perfectly. You have the "Old Guard" (Mitchum, Kennedy) versus the "New Breed" (Carradine). It's a clash of acting styles as much as it is a clash of characters. Carradine is twitchy and unpredictable; Mitchum is a rock.
A Legacy of Character Over Action
While the film features a massive train heist and some decent shootouts, the reason it’s still talked about by Western aficionados is the dialogue. "I'm not a bad man, Jim. I'm just an out-of-work outlaw," Grundy says at one point. It’s a line that defines the movie.
The casting of Martin Balsam was an inspired choice. Balsam was a New York actor, known for 12 Angry Men and Psycho. Putting him in a Western as the officious mayor highlighted the "civilization" that was encroaching on the wild frontier. He felt out of place, which was exactly the point. He represented the world that didn't have room for Marshal Flagg anymore.
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Surprising Facts About the Production
- Mitchum’s Disdain: Robert Mitchum supposedly told reporters he only did the movie because it was being filmed in a place where he could get away from Hollywood. He ended up liking the script more than he expected.
- The Train: The train used in the climax is the famous No. 483, a narrow-gauge locomotive. For rail fans, the cast is secondary to the machinery.
- Carradine’s Edge: David Carradine was reportedly quite "in character" on set, which created a natural tension between him and the more relaxed veteran actors.
Actionable Takeaways for Movie Buffs
If you’re planning to revisit this classic or watch it for the first time, keep these things in mind to get the most out of the experience:
- Watch the background: The transition from horses to early automobiles is a recurring visual motif. It explains why the "Good Guys" feel so rushed.
- Contrast the villains: Compare how George Kennedy’s Grundy treats people versus how Carradine’s Waco does. It’s a study in the evolution of the "movie villain."
- Listen to the score: The music by William Lava is jaunty, almost too much so at times, but it underscores the "comedy" aspect that Burt Kennedy was known for.
- Look for the character actors: Beyond the leads, the film is packed with faces you’ll recognize from Twilight Zone episodes and 1950s TV Westerns. It’s a final curtain call for that era of performer.
The best way to appreciate The Good Guys and the Bad Guys is to view it as a bridge. It’s the bridge between the Golden Age of Westerns and the gritty, revisionist era that followed. Without the specific gravity that Robert Mitchum and George Kennedy brought to the screen, it likely would have been forgotten as just another B-movie. Instead, it remains a charming, slightly bittersweet look at what happens when the legends of the West are told they’re no longer needed.
To dive deeper into this era of film, look for the "Sunset Western" sub-genre, which includes titles like Ride the High Country and The Shootist. These films, much like this one, rely heavily on casting actors whose real-life aging mirrored their characters' journeys. Seeing Mitchum's weary eyes next to Kennedy's boisterous energy provides a masterclass in screen presence that modern CGI-heavy films rarely replicate.