for Rachel's return, but Will refused. Ben intervenes and tells the gathered group the story he knows, that Kelsey's son was actually killed in the fighting, and that Kelsey invented the story and followed them from town to town, poisoning peoples' minds wherever they moved. Mattilda, driven to the edge by Kelsey's accusations, strikes the horse on which Kelsey is seated, so it runs out from under him, hanging him. Despite protestations that Kelsey was insane, her actions convince Zeb that Kelsey was telling the truth, and he tells Ben to give Rachel to the Kiowa or their partnership will be broken. Ben refuses, and all of the ranchers turn their backs on the Zacharys. Back at their homestead, Mattilda admits to her family that Will took the Kiowa baby and brought her home to replace an infant daughter they had just lost. Cash, unable to accept an Indian as his sister, abandons the family and spends the night with Georgia Rawlins. The Kiowa return to the Zachary ranch in force, demanding Rachel, who tries to save her family by going over to the Kiowa. To stop her, Ben deliberately breaks the truce by ordering Andy to kill a Kiowa, which touches off a bloody siege. Facing down death, Ben expresses a desire to marry Rachel should they survive. During a break in the fighting, the Kiowa camped nearby play music on their pipes and drums, and the Zacharys play a Mozart composition back on their piano. However, Kiowa riders attack and destroy the piano, resuming the fight. When the Kiowa stampede cattle over the roof of the house, the family sets it on fire and takes shelter in the root cellar. Mattilda, who had been shot earlier, succumbs to her wounds and dies. Almost out of ammunition, Ben embraces Andy and Rachel, and Rachel and he passionately kiss. Just as the family is about to be overwhelmed, a penitent Cash returns and turns the tide by fighting off the remaining Kiowa. Rachel, protecting a wounded Andy, is confronted by Lost Bird, who enters the house. After a tense moment, she shoots and kills him. With the rest of the tribe gone, Rachel and her brothers exit the house together and watch a flock of geese fly through the sky. Cast Burt Lancaster as Ben Zachary Audrey Hepburn as Rachel Zachary Audie Murphy as Cash Zachary John Saxon as Johnny