Waterhole #3 is a 1967 Western comedy film directed by William A. Graham. It is considered to be a comic remake of The Good, the Bad, and the Ugly. The film stars James Coburn as Lewton Cole, Carroll O'Connor as Sheriff John H. Copperud, Margaret Blye as Billee Copperud, and Bruce Dern as Deputy Samuel P. Tippen. The cast also included James Whitmore, Claude Akins, Joan Blondell, and Timothy Carey. It was a Blake Edwards Production.
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