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January 16, 1935. Oklawaha, Florida. Eliot Ness, along with Bill Youngfellow and Martin Flaherty, are closing in on Ma Barker, who is holed up in a house along with 2 of her sons, Lloyd and Fred. Ness says they are wanted for everything from bank robbery, kidnapping, to first-degree murder. Now that Ness has found where the Barkers are, he contacts half a dozen state troopers and local police for backup. From a distance, Ness yells at Ma Barker and her boys to surrender and come out with their hands up. Ma Barker goes to a closet, and inside is an arsenal of weapons-- machine guns, pistols, hand grenades, etc., enough for a small army. She fires a chopper at Ness; he jumps behind an 8-foot long wooden flower pot that gets riddled with bullets. Ma Barker throws a hand grenade that almost blows up Bill Youngfellow. Ma Barker is the most vicious outlaw they've ever faced. In a flashback, we see how it all started in Tulsa, Oklahoma years ago: Ma Barker was a church-goer, but always making excuses for her 4 boys who were committing petty crimes, which escalated into serious crimes. In 1927, while the 4 boys were looting a store, Herman got shot by a policeman. Pa Barker finally had the guts to walk out on the bunch. Ma and her 3 boys committed bank robberies, and killed a bank guard; also a kidnapping. They committed crimes in a 10-state area. In 1935, Pa Barker tipped Eliot Ness, and Ness almost caught the Barker gang in St. Paul, Minnesota. Then the Barkers kidnapped a millionaire's son and got $200,000 ransom. Arthur "Doc" Barker and his fiancée Eloise left the gang; Arthur took his share of the ransom and went to Chicago, but all the serial numbers were recorded with the police. Around the first of January, 1935, when Arthur spent a $10 bill, the grocer informed Eliot Ness, so Ness knew Arthur was in Chicago. Ma Barker stupidly sent a birthday cake to Arthur (who was using the alias Clarence Tillman), and enclosed a postcard, "Greetings from Oklawaha, Florida." Arthur even more stupidly picked it up at the post office (January 8), even though there was a "Wanted" poster with his photo on it in the post office lobby. Bill Youngfellow tailed him; Arthur was soon arrested by Ness and his men. Back to the present: January 16, 1935. Ma Barker lobs a hand grenade at Flaherty and almost blows him up. Ma Barker throws another grenade at Eliot Ness, crouching behind a large, fallen tree limb, and the explosion almost kills him. Ma Barker is the most malicious outlaw they've ever faced; she keeps firing her machine gun and screaming defiantly. Eliot Ness, trying to give them every possible chance to surrender, brings Arthur to the scene, hoping they will give up. Lloyd decides to surrender, and walks outside and throws down his chopper; his own brother Fred shoots him in the back. Lloyd manages to crawl back inside the house, and dies. Ness lets Arthur walk all the way to the house; he tells his mom they don't have a chance. Then Fred, shot up badly himself, dies. Ma Barker calls Arthur "scum" for surrendering, and points her chopper at him; nevertheless, she lets him walk back to Ness. Arthur couldn't get Ma Barker to surrender, and she finally gets shot inside the house. Thus ended the threat of the Barker gang.