In another town, they break into the office of a friendly lawman, the Sheriff of Cabron County Ray Bledsoe (Jeff Corey) where he is sleeping. They desperately try to convince him that want to quit their lives as outlaws, go straight, and immediately enlist in the Army to serve in the Spanish-American War - to come under government protection from the posse. As they tie and gag him - as a ruse - he warns them that their days are numbered in the West, they're going to "die bloody," and that they are foolish to think otherwise:

You are crazy. You are, both of you, crazy! They'd throw you in jail for a thousand years each...They (the government) forget all about the years of thievin' and robbin' and they'd take you into the Army - which is what you want in the first place. There's somethin' out there that scares ya, but it's too late. No, you should have let yourself get killed a long time ago while you had the chance. You may be the biggest thing that ever hit this area, but you're still two-bit outlaws. I never met a soul more affable than you, Butch, or faster than the Kid. But you're still nothin' but two-bit outlaws on the dodge. It's over! Don't you get that?! Your times is over and you're gonna die bloody. And all you can do is choose where.

The scared outlaws continue to be chased, riding on one horse and entering into more mountainous terrain. When Sundance fires at a sound behind him - a gila monster - the gunfire echoes off the boulders and alerts the posse to their exact location. Butch tries to be upbeat: "They can't track us over rock...They're beginning to get on my nerves." They desperately wonder at the forces of the law which close in on them. They speculate that the posse is aided by a "full-blooded Indian" named Lord Baltimore, an expert tracker: "He could track anybody. Over anything. Day or night...Whoever it is, it sure the hell is somebody." Butch is becoming more and more exasperated: "Don't they get tired? Don't they get hungry?" They scramble up a rocky area, breathing heavily, exhausted, sweating and terribly out of breath. They wonder if the superposse is led by the "toughest" lawman in the West - a sheriff named Joe Lefors, identified by a white-straw hat ("a white skimmer"). When they abandon their horse, Sundance expresses confidence in his buddy: "You're the brains, Butch. You'll think of somethin'."

They are trapped and cornered by the posse on a ledge at the edge of a steep rock canyon with nowhere else to go. Their frequent comic, self-deprecating bantering is a highlight of the film, especially illustrated when they overlook raging rapids fifty feet below and are faced with a choice between a hopeless shoot-out and a near-suicidal leap:

Butch: DAMMIT! Well, the way I figure it, we can either fight or give. If we give, we go to jail.
Sundance: I been there already.
Butch: But if we fight, they can stay right where they are and starve us out or go for position - shoot us; might even get a rockslide started and get us that way. What else could they do?
Sundance: They could surrender to us, but I wouldn't count on that. (He watches the posse maneuver.) They're goin' for position, all right. Better get ready. (He loads his gun.)
Butch: Kid - the next time I say, 'Let's go someplace like Bolivia,' let's go someplace like Bolivia.
Sundance: Next time. Ready?
Butch: (looking into the deep canyon and the river far below) No, we'll jump.
Sundance (after looking down): Like hell we will.
Butch: No, it'll be OK - if the water's deep enough, we don't get squished to death. They'll never follow us.
Sundance: How do you know?
Butch: Would you make a jump like that you didn't have to?
Sundance: I have to and I'm not gonna.
Butch: Well, we got to, otherwise we're dead. They're just gonna have to go back down the same way they come. Come on.
Sundance: Just one clear shot, that's all I want.
Butch: Come on.
Sundance: Uh-uh.
Butch: We got to.
Sundance: Nope! Get away from me!
Butch: Why?
Sundance: I wanna fight 'em!
Butch: They'll kill us!
Sundance: Maybe.
Butch: You wanna die?!
Sundance: (waving his pistol at the river far below) Do you?!
Butch: All right. I'll jump first.
Sundance: Nope.
Butch: Then you jump first.
Sundance: No, I said!
Butch: What's the matter with you?!
Sundance: (wildly embarrassed) I can't swim!
Butch: (guffawing at his partner) Why, you crazy - the fall'll probably kill ya!

Sundance shakes his head as he ponders the insanity of actually jumping to escape their pursuers. He grabs a gun belt held out by Butch, jumps with him in tandem, and wails:

Ohhh . . . s - h - i - i - i - i - i - t !

The swift current carries them away. The white-hatted posse member stands atop the cliff watching them spinning and turning in the foamy water below. Sundance nearly drowns his life-saving companion while clinging to him.

The two outlaws return to Etta's place, where she informs them about the newspaper reports of their demise: "The papers said they had you...They said you were dead." They learn that Baltimore and Lefors (with Jeff Carr, George Hiatt, and T. T. Kelliher) were on their trail, hired by Harriman of the Union Pacific Railroad to pursue them until they are killed: "He resents the way you've been picking on him so he's outfitted a special train and hired special employees. You've spent the last couple of days avoiding them. It's really sort of flattering, if you want to think about it that way."

Butch criticizes E. H. Harriman's expensive efforts to eliminate their menace once and for all:

A set-up like that costs more than we ever took...That crazy Harriman. That's bad business. How long do you think I'd stay in operation if every time I pulled a job, it cost me money? If he'd just pay me what he's spending to make me stop robbin' him, I'd stop robbin' him. (Screaming out the door at E. H. Harriman.) Probably inherited every penny you got! Those inherited guys - what the hell do they know?

Their notoriety and the professional reliability and interminable pursuit of the SuperPosse makes it difficult for them to continue their state-side activities: "They'll show up here, sooner or later." They decide to high-tail it to South America (Bolivia) ("wherever the hell Bolivia is"), believing it will be easy and safe living there. They propose that Etta join them: "It would be good cover goin' with a woman. No one expects it." Etta decides to go there with them with one caveat:

I'm twenty-six, and I'm single and a schoolteacher and that's the bottom of the pit. And the only excitement I've known is here with me now. So I'll go with you and I won't whine. And I'll sew your socks and I'll stitch you when you're wounded, and I'll do anything you ask of me, except one thing: I won't watch you die. I'll miss that scene if you don't mind.

Dressed up for travel and ready to leave Etta's place, Butch shoves the bicycle away, sending it crashing into a puddle. He spitefully exclaims:

The future's all yours, ya lousy bicycles.

In a closeup, the bicycle wheel spins slower and slower and comes to a stop, as the film turns to sepia-tones for a second time.

The next segment of the film depicts the end-of-an-era New York City during the three fugitives' stop-over on their way to Bolivia. With over a hundred stills-tintype photos and period music, a romanticized, stylized, and nostalgic glimpse is given of turn-of-the-century life in an imaginative montage. Butch, Sundance, and Etta are spliced inside many of the vintage, sepia photos - enjoying the city's elegance and modernity in Central Park, on Fifth Avenue or at Coney Island. Their portrait is taken by one of the society photographers of the day. They book steamship passage to South America from New York.

The film returns to color as the dapper-dressed trio step off a Bolivian train in a country village (Santa Ines) in the middle of a god-forsaken landscape, filled with llamas, pigs, piglets, chickens and adobe huts. Butch and Sundance exchange cynical, caustically-humorous banter about their predicament:

Butch: Well, you know, it could be worse. You get a lot more for your money in Bolivia, I checked on it.
Sundance: What could they have here that you could possibly want to buy?
Butch: All Bolivia can't look like this.
Sundance: (infuriated) How do you know? This might be the garden spot of the whole country. People may travel hundreds of miles just to get to this spot where we're standing now. This might be the Atlantic City, New Jersey of all Bolivia, for all you know.
Butch: Look, I know a lot more about Bolivia than you know about Atlantic City, New Jersey, I can tell ya that.
Sundance: Ah-hah! You do, huh? I was born there. I was born in New Jersey, brought up there, so...
Butch: You're from the East? I didn't know that.
Sundance: The total tonnage of what you don't know is enough to...

Butch assures Etta that Sundance will feel better after returning to their old profession:

He'll feel a lot better after he's robbed a couple of banks.

Casually watching from across the street, Butch and Sundance case the Banco de Los Andes. But their first Bolivian bank hold-up is short-circuited because they cannot speak Spanish. Stunned, Butch walks out of the building and leaves Sundance standing there. Back at their hotel room and at a restaurant, Etta teaches them phonetic Spanish in "unison recitation" for a useful, "specialized vocabulary" of instructional Spanish phrases:

• This is a robbery. - "Esto es un robo."
• Raise your hands. - "Manos arriba."
• Raise them! - "Arriba!"
• All of you. - Back against the wall. - "Todos ustedes - Arrimense a la pared."
• Give me the money. -
• Where's the safe? Open it. - "Donde esta la caja? Abrala."

Their next attempted bank robbery is clumsily executed - Butch shouts out the wrong lines and checks out his "cribsheet" while Sundance becomes exasperated with him during the bungled theft: "They got 'em up. Skip on down...Skip on down...They're against the wall already!" Etta - dressed as a man, holds their horses outside when they emerge. The bank officials identify them as bandidos Yanquis. After they escape with the money, they are pursued by blue-uniformed corregidors, but the outlaws scare them off with gunshots. Butch beams: "Well we're back in business boys and girls, just like the old days." Music accompanies a series of successful, clever and amusing heists, as Etta assists them. Their outlaw reputation revives their status as hunted criminals, and wanted posters appear for the arrest of the marked men - "Bandidos de los Estados Unidos." Again, life becomes dangerous when their reputation spreads from town to town. Butch fears that the white straw-hatted lawman Lefors from the railroad posse has pursued them to Bolivia. Although Etta is unsure of the identity of the man: "You don't know for sure it's Lefors," Sundance believes that they will be killed and wants to strike back immediately: "He wants to finish us here. He's gonna wait for us to pull another job and then he's gonna hunt us down just like before. And if he misses us, he'll wait for the next job and he'll get us then. Let's finish it now, Butch, one way of the other." Butch surmises: "He's gotta wait for us, right, to pull another job. Well, what if there isn't another job?"

They attempt to reform and go "straight," serving as payroll guards for a mining company. They are employed by Percy Garris (Strother Martin), an old prospector who can't spit tobacco juice straight into the dust, to protect the transport of gold shipments from "payroll thieves." But he tells them that he cannot promise to pay them. "You see, every mine around gets its payroll from La Paz. And every mine around gets its payroll held up. Some say it's the Bolivian bandits and some say that it's the banditos Yanquis." Sundance displays his skill with a gun after Garris asks: "Can you hit anything?" His first immobile shot misses the mark, but when allowed to move, he obliterates the target: "I'm better when I move."

Paranoid about ambushing bandits behind every tree and bush on their first trip the next morning, Garris cautions his new hires:

Garris: Will you two beginners cut it out?
Butch: Well, we're just tryin' to spot an ambush, Mr. Garris.
Garris: Morons! I've got morons on my team. Nobody is going to rob us going down the mountain. We have got no money going DOWN the mountain. When we have got the money on the way back, then you can sweat.

On the trip back after collecting the payroll from a bank that Butch and Sundance hit in June, Garris tells them to relax:

You've gotta get used to Bolivian ways. You got to go easy...(patooiee!!!! Damn it!)...like I do. Course you probably think I'm crazy, but I'm not. (patooiee!!!! Bingo!) I'm colorful. That's what happens when you live ten years alone in Bolivia - you get colorful.

In an ambush, Garris is shot to death by Bolivian peasant bandits as he finishes his sentence. They heave the payroll bags filled with money toward the concealed bandits. As the Bolivians are preoccupied dividing the loot among themselves, Butch and Sundance confront them. Sundance instructs Butch to speak to them in Spanish: "Tell them we were hired to take it back. It's our job. Tell them the money isn't ours." Legitimately hired to protect the money that isn't theirs, Butch and Sundance survive the shoot-out, but it is the first time in his life that Butch is forced to kill.

Sundance: Can you take the two on the right?
Butch: Kid, there's somethin' I think I oughta tell ya. I never shot anybody before.
Sundance: One helluva time to tell me.

After the gun battle in which the bandits reel backwards in slow-motion (reminiscent of the finale in Bonnie and Clyde (1967)), the two numb and shattered guards stare down at the bloody scene. Sundance tells Butch that their efforts to go straight have failed, and that the job proves more violent than robbing banks: "Well we've gone straight. What do we try now?"

At a nighttime campsite, Etta suggests other straight professions without killing: "There are other ways of going straight. There's farming. You could buy a place...What about a ranch then?" Knowing that their days are numbered, she decides to return to the U.S. ahead of them - presumably because she fears that they will be killed and she doesn't want to see them die.

With Etta gone, the two offbeat outlaws resort to their old ways - robbing a payroll mule train, but Butch is exasperated: "From now on, jungle work is out." They transfer the heavy payroll bags to a white mule, identified with a brand from the mine. In a small Bolivian village while they sit down to eat on an open patio, the stable boy recognizes the mule's brand and alerts the Bolivian constabulary. They are served food by the restaurant owner: "The specialty of the house and it's still moving." Bullets strike their table and they scramble for cover. Butch jokes: "That settles it. This place gets no more of my business."

To go for more ammunition from the mule's pack, Butch decides that he must go, since Sundance would provide better protection: "Why am I always so damn smart?" The fearsome gunfire from all directions wounds both of them. While cornered in an empty stucco building, the two agonized, wounded men still bicker with each other, giving a mocking, ironic edge to their words:

Butch: Is that what you call giving cover?
Sundance: Is that what you call running? If I knew you were gonna stroll...
Butch: You never could shoot, not from the very beginning.
Sundance: And you were all mouth.

They are unaware that a whole regiment of hundreds of Bolivian cavalry arrives to move into position and surround them - the "dos hombres" or "banditos Yanquis." While bleeding badly and tending to their wounds, they wistfully daydream and optimistically talk of new places to go, even debating about the possibility of emigrating to Australia and starting a new life there:

Butch: I got a great idea where we should go next.
Sundance: I don't want to hear it.
Butch: You'll change your mind when I tell ya.
Sundance: Shut up.
Butch: OK, OK.
Sundance: It's your great ideas that got us here.
Butch: Forget about it.
Sundance: I don't ever want to hear another one of your ideas. All right?
Butch: All right.
Sundance: OK.
Butch: Australia - I figured secretly you wanted to know, so I told ya. Australia.
Sundance: That's your great idea?
Butch: Oh, the greatest in a long line.
Sundance: Australia's no better than here.
Butch: That's all you know.
Sundance: Name me one thing better.
Butch: They speak English in Australia.
Sundance: They do?
Butch: That's right, smart guy, so we wouldn't be foreigners. They got horses in Australia. And they got thousands of mountains you can hide out in. And good climate. Nice beaches. You could learn to swim.
Sundance: No swimming! It isn't important. What about the banks?
Butch: They're easy. Easy, ripe, and luscious.
Sundance: The banks or the women?
Butch: Once you've got one, you've got the other.
Sundance: It's a long way, isn't it?
Butch: Ah, everything's got to be perfect with you.
Sundance: I just don't want to get there and find out it stinks - that's all.
Butch: At least think about it.
Sundance: All right, I'll think about it.

The two are unable to comprehend the reality of their doomed situation that awaits them outside. Their ironic sense of humor makes their inevitable fate even more difficult to accept. Escape is impossible. After they have loaded their guns and positioned guns in their hands, they ready themselves for a gallant dash toward the horses:

Butch: When we get outside, when we get to the horses, just remember one thing. Hey, wait a minute!
Sundance: What?
Butch: You didn't see Lefors out there, did ya?
Sundance: Lefors? No.
Butch: (confidently) Oh, good. For a moment there, I thought we were in trouble.

They emerge with guns blazing from their hiding place for their last stand shootout against impossible odds in the courtyard, drowned out by the merciless sounds of thousands of guns firing on them from all angles. Rather than ending the film in bullet-ridden deaths, the picture ends with the well-known freeze-frame of their final charge - mythologizing and immortalizing the two for posterity. The image freezes, blurs, and then keeps a sepia-toned focus on the legendary, eternal bravura image of the two compadres in their final moments as they meet their fate together. [Note: The third sepia-toned, nostalgic segment of the film captures their images as legendary, carefree characters, making good guys out of bad guys.]