Waterhole #3 Blu-ray Movie

Rating summary

Movie		4.0
Video		4.0
Audio		4.5
Extras		2.0
Overall		4.0

Waterhole #3 Blu-ray Movie Review

Reviewed by Dr. Svet Atanasov October 6, 2026

William A. Graham's "Waterhole #3" (1967) arrives on Blu-ray courtesy of Imprint Films. The supplemental features on the release include new program with Robyn Coburn, daughter-in-law of James Coburn, and new audio commentary recorded by critics Lee Pfeiffer, Tony Latino, and Paul Scrabo. In English, with optional English SDH subtitles for the main feature. Region-Free.

Which way are you heading, gambler?

One would have to look long and hard to find another western like Waterhole #3. The few that may be somewhat similar to Waterhole #3 will not be Hollywood productions. They will be Italian or Italian-Spanish spaghetti westerns, bordering on exploitation films, featuring a mixed crew of European actors, most probably unknown to mainstream audiences. In all of these spaghetti westerns, the humor will be entirely different. Also, they won't replicate the witty innuendo of Waterhole #3.

To be clear, Waterhole #3 is not a groundbreaking western. It is an atypical western, made to appeal to a mature crowd with a very flexible adult sense of humor. Also, Waterhole #3 is a dated western, but bold in ways a contemporary film no longer can be. It is unique for one more very interesting reason. It unites several Hollywood A-listers.

Sometime during the glory days of the Old West. In the tiny town of Dolores, Sergeant Henry Foggers (Claude Akins) and partners Doc Quinlen (Roy Jenson) and Hilb (Timothy Carey) dig a tunnel under shoemaker Ben Akajanian’s (Harry Davis) store and pull off the perfect heist. The trio steals 100 pounds of gold, all in beautiful bullion, from a U.S. Army warehouse. Following a heated discussion, they bury the gold in the scorching Arizona desert, at Waterhole No. 3.

Soon after, in the local saloon, Quinlen clashes with professional gambler Lewton Cole (James Coburn), and during an improvised duel the latter emerges victorious. Cole then leaves Dolores with a map from Quinlen’s pocket, showing the exact location where the gold is buried at Waterhole No. 3. When Foggers and Hilb discover that Quinlen was gunned down, they take the shoemaker hostage and begin tracking down Cole.

In the nearby town of Integrity, Cole crosses paths with the aging, feisty Sheriff John Copperud (Carroll O’Connor) and, while trying to escape, locks him in his jailhouse. On the way out, Cole also forcefully seduces Copperud’s beautiful daughter (Margaret Blye), giving the old man yet another reason to want to hunt him down.

Cole successfully reaches Waterhole #3 and uses Quinlen’s map to recover the stolen gold, moments before Copperud tracks him down. Shortly after, Copperud’s daughter enters the desert, and Foggers, Hilb, and the shoemaker reappear. Cavalry Captain Shipley (James Whitmore) and his soldiers also enter the desert to reclaim the stolen gold.

Directed by William Graham from a screenplay by Joseph Steck and Robert Young, Waterhole #3 satirizes the Old West and the men who once roamed free there in arguably the most deserving way possible. It keeps the ugly that was part of its reality and then supersizes the ridiculous right next to it, but with a sense of humor only an adult mind can appreciate.

A comparable sense of humor is present in Robert Altman's McCabe & Mrs. Miller, where the mix of the ugly and funny amplifies the contrasts that disrupt the typical mainstream portrayal of the Old West. McCabe & Mrs. Miller also emphasizes more of the material that paints the Old West as a dark, notably depressing playground, where men and women constantly gambled with their lives in a deadly game of survival. In Waterhole #3, the game and the players are the same, but there are more laughs, carefully integrated into entertaining, wonderfully choreographed mayhem.

Waterhole #3 was lensed by Oscar winner Robert Burks, who collaborated with Alfred Hitchcock on some of his best films, including Rear Window and Vertigo.

Waterhole #3 Blu-ray Movie, Video Quality 

Presented in an aspect ratio of 2.34:1, encoded with MPEG-4 AVC and granted a 1080p transfer, Waterhole #3 arrives on Blu-ray courtesy of Imprint Films.

The release is sourced from an older master, supplied by Paramount Pictures. However, while there is some room for meaningful improvements, this master produces very attractive visuals with with organic qualities. For example, delineation and clarity remain very pleasing throughout the entire film. Depth is also good. Grain exposure can be a bit more even, perhaps even slightly healthier, but there are no traces of any anomalies. On the contrary, even on a large screen, grain exposure remains convincing. Color reproduction and balance are very good. Some small improvements can be made, but the saturation levels and the existing range of nuances are already very good. Image stability is excellent. I noticed multiple nicks and even a few small blemishes, so there is room for some cosmetic work. Still, the current master is done right, and the entire film looks good in high-definition. (Note: This is a Region-Free Blu-ray release. Therefore, you will be able to play it on your player regardless of your geographical location).

Waterhole #3 Blu-ray Movie, Audio Quality 

There is only one standard audio track on this Blu-ray release: English LPCM 2.0. Optional English SDH subtitles are provided for the main feature. When turned on, they split the image frame and the black bar below it.

The lossless track is very healthy. All action footage, which is plenty and quite diverse, sounded terrific on my system. The music easily creates fine contrasts as well. There may be some room for small enhancements, primarily affecting the mid- and upper registers, but I did not encounter any troubling age-related anomalies.

Waterhole #3 Blu-ray Movie, Special Features and Extras 

• Taking Gold Too Seriously: James Coburn in Waterhole #3 - in this new program, Robyn Coburn, daughter-in-law of James Coburn, reveals that she "only met" the late actor in 1994 and comments his personality, working methods, and passions. Coburn also comments on the "problematic" that was used to make Waterhole #3 and its critical reception. In English, not subtitled. (13 min).

• Commentary - this new audio commentary was recorded by critics Lee Pfeiffer, Tony Latino, and Paul Scrabo.

Waterhole #3 Blu-ray Movie, Overall Score and Recommendation 

The best westerns operate with the clear understanding that the West was dominated by profoundly imperfect, often conflicted characters, not the one-dimensional heroes and villains Hollywood loved to promote. These films also see the West as a deadly playground, constantly exchanging personalities, which is unquestionably its most accurate depiction. Waterhole #3 is similar to McCabe & Mrs. Miller because it shares its understanding of the men and women who called the West home and gambled their lives while pursuing various goals there. However, it sees more of the ridiculously funny that defined their relationship. It is included in Australian label Imprint Films' Tales of the Wild West: Collection One five-disc box set. HIGHLY RECOMMENDED.