A steam engine pulls it's cars through a mountainous canyon and on into the Clearwater Station, at Clearwater, Texas. Sheriff Billy Wilson (Paul Fix) and his deputy, Ben Latta (Jeremy Slate), along with Tom Elder (Dean Martin), Bud Elder (Michael Anderson, Jr.), and Matt Elder (Earl Holliman), were all waiting. Tom attempts to get his brothers to bet with him on exactly how close to a spot on the platform the train will stop. They refuse, disgusted that Tom would think of gambling when they were there for a funeral.
The only passenger who disembarks is a rough looking character, unknown to any of them. The man asks the sheriff where the town was and the sheriff points down the road. saying, "you can't miss it." Tom, Matt, and Bud get on their horses and ride away, figuring whomever it was they were expecting had decided not to come.
At a ranch outside Clearwater, one of the buildings is marked, "Hastings Firearms Manufacturing." Gun shots ring out. Morgan Hastings (James Gregory), the owner of the ranch and the firearms manufacturing business, is sighting in a rifle. A man named Curley (George Kennedy), approaches Hastings. Curley is the man who came in on the train that afternoon.
Hastings asks Curley if anyone else got off the train. He was specifically interested in whether John Elder (John Wayne) might have come to town. Curley said he didn't know John Elder, but had heard of him, and figures Elder must be afraid of John Elder and therefore decided to hire him (Curley was a gunfighter). Hastings tells Curley that he may not need to use his gun at all, and may very well be on his way out of town in a few days without having to do anything. Curley didn't care, as long as he got paid. He takes his saddlebags and bedroll and goes to set up quarters in the ranch house.
Sheriff Wilson and Ben return to town and walk to their office, passing the church and a horse-drawn hearse being tended to by the local undertaker. The sheriff removes his gun belt, but the deputy keeps his on. The sheriff wants to know why the deputy planned to wear his gun to the funeral, since John Elder didn't get off the train, and there shouldn't be any trouble. The deputy knows that John could still show up, and he's also concerned about the stranger, Curley, who did get off the train. Sheriff Wilson cautions Ben that John Elder isn't wanted for anything around there. Ben reminds the sheriff that just being a gunfighter puts John on the opposite side of the law, just as the sheriff had taught him in the first place.
The funeral was for Katie Elder. She was being laid to rest next to her husband, Bass, who'd preceded her in death by about six months. As the ceremony at the gravesite comes to an end, John Elder can be seen observing from high in the nearby rocks.
One of the local men approached the Elder brothers and told them that Katie once sold him a blind horse and really suckered him good. He seemed to admire that Katie, a woman, had fooled him like that. A young woman with a baby in her arms stepped up next and told the brothers that the baby's name was Katie, named after their mother.
The parson spoke to the three brothers, asking them if one of them was missing. They confirmed that the oldest brother, John, was not there. The parson was upset that he couldn't have delivered better words about Katie, even though the brothers told him he had delivered a very good eulogy. He told them it wasn't good enough, that she deserved much more, but then he didn't expect the brothers to understand that.
After everyone had left the gravesite, the undertaker motioned to four boys and they prepared to lower the coffin into the ground. After they'd gone, John Elder came to the grave and paused to reflect and pay his respects. He's observed from afar by Curley.
As John stands there, holding his hat, he hears a noise behind him. He whirls around and at the same time, flings his hat and draws his gun. The hat strikes Sheriff Billy in the chest and John aims his pistol at Billy. John pauses, acknowledging the sheriff, then admonishes him for coming up behind him quietly like that. Billy asks John why he came into town the back way. John tells him that he wanted to avoid any trouble, and there's always somebody looking for trouble.
The sheriff asked John how long he planned to be around. John wonders if there's some reason he should be in a hurry to move on. Billy tells John there are several reasons why he shouldn't stick around: 1) you don't belong here anymore, 2) there's another man new to town, a hired gun, and 3) my deputy is very conscientious about his job. John suggests that Billy send Ben over to run that new guy out of town, but Billy has to admit that he doesn't know the man, much less if he is wanted for anything.
John tells the sheriff that he just wanted to see his mother buried and to visit his brothers, then he'd leave. The sheriff is fine with that, and points the direction that John should go to see his brothers. John points the opposite direction and says, "but the ranch is over there," and Billy tells him that the family doesn't live on the old ranch anymore, that the ranch now belongs to Morgan Hastings.
Billy tells John that his pa was killed about six months ago, and he hasn't been able to find out who did it. Sensing that John probably wants to find out who did it, Billy cautions John not to do anything foolish, but when John says, "you've been trying real hard not to tell me something, Billy, what is it," Billy just turns and walks away.
Curley rushes to see Hastings and tell him that John Elder was there afterall. Hastings tells Curley that if anything happens, such as a gunfight, that Curley should make it look like self-defense. He tells Curley to do nothing, unless and until he tells him to. Hastings son, Dave (Dennis Hopper), witnesses the conversation and becomes very upset, realizing that the Elder boys are likely to start asking questions about how the Hastings came into ownership of the ranch.
John rides out to the Lupin place, where his mother was living when she died and where his brothers are staying. At the ranch house, Bud, who was very young when John left, is asking Tom and Matt if John is as fast as everyone says he is. Tom tells him that when John was younger, he was so fast, that it was scary. Tom realizes that Bud is thinking he'd like to be like his oldest brother, so he advises Bud to consider some other line of work, such as gambling, which is much safer than gun fighting. Just as Bud was wishing John had come for the funeral, Matt looks out the window and says, "he's here," and they go outside to meet him.
The brothers all greet one another jovially. John learns that Bud is supposed to return for his second year of college, something Katie had always very much wanted him to do. John asked how their mother died. Bud tells him that Doctor Isdell told them that she just wore herself out, had a stroke, and lost the ability to talk. That's when the preacher wrote the letters to John.
Matt said he came back to see Katie about three years ago. Tom accused Matt of hitting her up for money to put into his hardware business. Matt said at least he came back to see her, which is more than Tom or John did.
Bud asks John if it's true what they say about him. He specifically wanted to know how many men John had killed. John was saved from having to answer by the sounds of a wagon coming up to the house. It was Mary Gordon (Martha Hyer), bringing a picnic basket of food for the brothers. Mary operated the boarding house in town. She tells John that she was the skinny little kid who used to live next door to the Mastersons. She tells the brothers that Katie asked her to look in on them, if they bothered to come to the funeral.
Mary told the brothers that their mother always talked about how proud she was of all of them, how they sent her money regularly, and how they were helping put Bud through college. Mary observed that their mother thus lied about them all the time. She said Katie blamed Texas for taking her older three boys away from her, but she wasn't going to let Bud fall prey. She said she'd see Bud through college, or die. She died.
There was a rocking chair in the house that Mary said was given to Katie by her husband, Bass, and she wouldn't have swapped it for a diamond ring. Bass had his faults, but Katie loved him dearly. John thanks Mary for being so nice to their mother, but Mary responded, much like the parson did, by criticizing the brothers for not treating Katie better. She then stormed out of the house. When John chased her down and started to say something, she looks at him somewhat in disgust and said, "I see you're still wearing that gun," then she flips the reins and drives off.
Bud tells his brothers that he didn't want to go to college, but it was that or jail. He explained that he was accused of stealing a horse, when all he did was go for a ride on it. His mother wanted him to go to college, so she wouldn't back him up on his claim of innocence about the horse. The college he was sent to was the Colorado School of Mines in Colorado Springs.
John began wondering why Katie would sell 1,200 acres of the best land in the area, after Bass died. Regardless of the reason, Matt figures there must be money in the bank from the sale of the ranch, so he wants to go check that out and divide the money four ways. That leads to a discussion about Bud going back to college, which he says he's not going. He plans to ride with John. John says, "there's one little thing you're forgetting, you ain't been invited." Tom said he'd take Bud with him, but he didn't know where he was going, just that it wouldn't be anyplace he'd already been.
As the brothers prepare to go to the bank, John pauses, while looking at his mother's rocking chair, then hangs his gun belt on the coat hook, leaving it behind. In town, John fires off orders to his brothers, sending them to the funeral parlor, the general store and the doctor's office to see if there are any debts that needed to be settled for Katie.
Tom and Bud go first to see Mr. Peevey (Percy Helton) at the general store. Katie owed $6.20 to Mr. Peevey. Tom offers to settle things by cutting a deck of cards, with the high card winning, and the wager being double or nothing. Peevey just laughs, then walks over to the bottom of a staircase and calls out to his mother. He wants to know how much they owed Katie Elder for some dresses and guitar lessons she'd provided. The total came to $11, so he paid Tom $4.80. Tom is curious as to why his mother would need guitar lessons, so Peevey explains that he thought his mother could play guitar in the saloon and make some extra money.
John goes to see the undertaker, Henry Hyselman (John Doucette), who tells him that Katie pre-paid her funeral by giving him a gray horse. John asked if that was the same gray horse that Bud stole. Hyselman laughed and admitted that he and Katie rigged that whole matter up to scare Bud into going to college. John then asked Henry if he'd buried their father. Henry said yes. He then told John about the time Thad challenged Bass to a duel. Bass had the choice of weapons, so he chose Roman candles, since it was the 4th of July. No one got hurt, although one of the fireballs went down Bass' pants and he had to sit down in the watering trough. John and Henry had a good laugh about that.
John then asked how Bass died. Henry became very uncomfortable, but admitted that it was obvious Bass had been shot in the back. He didn't have any idea who did it, or if anyone tried to find out.
Hastings is standing inside his gun business, there in town, across from Hyselman's business, with Curley and another of his men, wondering what John was doing talking to Hyselman for so long. Curley asks Hastings if he wants him to go ask. Hastings thinks that's a good idea, but insists that Curley do nothing more than talk.
John reunites with his brothers and they walk over to see Mr. Vennar (James Westerfield), the banker. Mr. Vennar isn't any more cordial to the brothers than most anyone else in town. He said there wasn't even $1 left in Katie's bank account. He said she scraped together what she needed through doing sewing and giving guitar lessons. He told the brothers that if they bothered to look in her closet, they'd find one blue dress for winter and one gray dress for summer. That's all she had for clothes. The Lupin place didn't belong to her either. The bank allowed her and Bud to live there so they'd have a roof over their heads. Katie insisted on paying rent, nevertheless.
Mr. Vennar dismisses the brothers, but not before Matt asks about the money for sale of the Elder's ranch. Vennar says he didn't know anything about the sale of the ranch, and any records that may have existed were destroyed in a recent fire. He added that he couldn't remember every transaction. As John leaves, he pauses, looks back at Vennar and says, "Every transaction, or just this one?" and then he turns and leaves.
Curley walks over to see Mr. Hyselman, demanding to know what he and John Elder were talking about. Hyselman tells him it's none of his business. Curley said that Mr. Hastings wanted to know. Hyselman said he didn't care what Mr. Hastings wanted and tells Curley to leave. Curley grabs Hyselman and forces his head into a large vat of water. John comes walking through the entrance just about then, sees what's happening, looks around, then grabs an ax handle that is sitting nearby. He yells "hey!" to Curley, and when Curley looks up, John swings the ax handle flush across Curley's face, knocking him down and out.
Hyselman catches his breath and tells John that he thinks the bad guy works for Morgan Hastings, and was trying to find out what they'd been talking about. He further explains how Hastings is bent upon trying to take over the entire county, and had already acquired the Elder's old place. John hands Curley's pistol to Hyselman, then offers money to Henry to look after Katie's grave. Henry refuses the money, telling John it would be his pleasure to do it. John thanks him and, after once last glance at the unconscious Curley, he leaves.
John tells his brothers that he wants to go out and look at the old home place, telling them he's "homesick." As they ride up on a ridge overlooking the ranch, Matt recalls the times they used to play in the barn. Bud claimed to remember Tom falling out of the loft and breaking his leg. Tom told Bud he wasn't even born yet when that happened, and said he didn't fall, that someone pushed him. He said someone was always pushing him out of that loft. John said, "that's because you bounced so good. Everybody in the family kept bragging about how good you bounced."
They ride on down to the house and John knocks on the door. Dave Hastings answers and he's very agitated. He tells John that they are on private property, that his father isn't there, and they should just leave. Deputy Ben Latta comes riding up right then and asks Dave if there's trouble. Dave tells the deputy that he ordered the Elders to leave and they were refusing. Ben is already on edge, having learned of how John roughed up Curley in town, and he says he won't stand for any more trouble.
Latta tells the Elders to leave, or be arrested. When John says they wouldn't take too kindly to being arrested, Latta draws his gun. Tom, sitting on his horse next to Latta, is able to jump over and knock the deputy off his horse. John grabs the deputy's gun. Tom jumps up and says, "see, now we ain't arrested." Latta tells them they are in trouble for resisting arrest. John tells him they are all going back into town with him, to straighten things out, but they aren't going in looking guilty. He orders Latta to get on his horse and looks back at Dave and tells him that they'll be back.
They all ride into town, Latta in the lead, the brothers riding side-by-side behind him. They explain what happened to Sheriff Wilson and the sheriff tells Latta that next time, he should wait until he's told to go after somebody before he goes riding off. Sheriff Wilson tells the Elders to take off, but John and Tom follow him into his office, wanting to talk to him.
John and Tom ask Billy questions about their father and the ranch. Billy says that Hastings told him Bass lost the ranch to him while gambling. There were six witnesses to the event. Billy figures Bass must have been pretty drunk to lose his ranch in a card game. When they find out Bass was shot the same night that he lost the ranch, John says, "Well, now wouldn't you say that was a little coincidental, Billy?" Billy just says nothing could be proven. They offer to help Billy figure out who shot Bass, but Billy wants them to let it go, and to stop digging around because it will just result in trouble.
John decides they should go see Hastings next. On the way, he sees Mary getting some things out of a box on her wagon. He approaches her and tells her that the brothers would like her to have any of Katie's things that she thinks she'd like to have, such as the rocking chair. Mary thanks him and says she'd like that very much. John tells her he'd bring them by. Tom notices a mutual attraction between John and Mary and accuses John of forcing himself on Mary.
John and Tom go into Hasting's gun shop, where Hastings is showing off a couple of dueling pistols to Bondie Adams (Rodolfo Acosta) and Curley. Strangely enough, there are no marks on Curley's face, so apparently, he was a fast healer.
Hastings expresses condolences to John and Tom about their mother, and tells them that after Bass died, he offered to pay Katie for the ranch, out of a sense of guilt. He admits that he needed the ranch for it's water supply, to power a mill and help the town grow. He believed the town could become important. John asks to see the paper that transferred the ranch. Hastings shows it to him. He then asks if the six witnesses who signed the transfer all worked for Hastings. Hastings said that they did. John then asks what the game was that he and Bass were playing when they bet on the ranch. Hastings says it was blackjack. John looks at Tom and recalls that Bass used to say that he'd shoot any of his kids he caught playing blackjack, and that he thought it was a woman's game.
Tom asks Hastings who he thinks the low down dirty rat was that shot their pa. When Hastings says, "why ask me?" John says, "well, we aim to find out," and he and Tom leave. Outside, Tom reminds John that they started playing blackjack when they were 3 or 4 years old. John says, "yeah, we know that, but Hastings doesn't."
Back at the ranch, the brothers sort through Katie's belongings, burning papers that aren't of use anymore. John takes a worn bible from the closet and reads the following entries:
"Katie Dwayne; born Ohio, no date; married Bass Elder, September 8, 1850, Clearwater, Texas."
John says they better keep that bible. Tom jumps up and asks why. He thinks they should raffle it, and maybe give half the money to the parson.
Matt thinks they should get a nice stone for their mother's grave. They then argue about what to get, perhaps a marble statuette, say of an angel, or a lamb. Then Tom suggests it be a marble horse and the others are aghast. John asks what's become of all of them. He tells them that their mother just wanted one of them to amount to something, and they still had a chance to do that, with Bud and college.
Bud again argues that he doesn't want to be the monument to his mother. He wants to be a gunfighter, like John, and for them to be famous like the Dalton brothers. John tells him the Dalton brothers were dead, that they were hung. Bud just says, "oh."
John finally proclaims, "we keep the book!"
John rides into town, after dark, carrying the rocking chair and the picnic basket that Mary had brought out earlier. He takes it into the boarding house, says hello to Mary, and places the rocker in front of the fireplace. He also hands her Katie's bible. She doesn't feel right taking the family bible, but he insists, so she tells him he can have it back whenever he wants it.
Mary goes to a drawer and takes out a bundle of letters that she hands to John. They were the letters he'd written to Katie long ago. She had let Mary read them. Mary said she had noticed from the letters how John changed over time, even though Katie didn't.
Mary asks John if he's trying to find out who killed his father. He says yes, that whomever shot him most likely also stole the ranch, so it's the least he could do for his mother. Mary tells him that killing Bass' murderer would just be another bad example for Bud, showing him what a big tough guy his big brother is, and how shooting people is worthy of worship. She tells John that Katie just wanted Bud to go to college and make the Elder name stand for something. John gets upset and throws the letters into the fireplace. He starts to walk out, but turns back when she thanks him again for the rocking chair and bible. He asks Mary why Katie wouldn't want him to find Bass' killer. She tells him because it would result in more killing, and Katie hated killing.
Tom and Bud go into the bar and Tom asks Bud for some money to buy drinks. Bud doesn't have any money and suggests that Tom use his own money. Tom is insulted, saying that their father would come out of his grave if Tom used his own money to buy a drink. Nevertheless, he buys them each one shot of whiskey, then sets out to demonstrate to Bud how to go about avoiding paying for any more drinks. He puts on a black eye patch and pretends to remove one of his eyes, revealing a glass eye in the palm of his hand. He says it's worth $22. He calls out to the bar patrons that he's conducting a raffle for the glass eye. The bartender tells Tom that if he wants a drink that bad, he'd give him one, but Tom refuses and continues with the raffle.
Tom sells $10 worth of chances on the glass eye, then puts 9 white chips and 1 blue chip in a hat. Each man who bought chances draws out a chip. Jeb Ross (Strother Martin) bought two chances, so on his second draw, he comes up with the blue chip and wins the eye. Tom immediately offers to buy the eye back from Jeb, for $3, which would give Ross a profit of $2. Ross says no, so Tom says he needs the eye in order to get married, because his girl doesn't like his eye patch. Ross considers, and after the rest of the men encourage him to return the eye, he asks Tom for $5. Tom says, "split the difference and I'll buy you a drink." Jeb agrees and it's a deal.
When Tom puts the glass eye back in it's little carrying case, Ross asks him why he doesn't put it back in his skull. Tom lifts the eye patch and says, "it'd be a little crowded in there," as he moves both of his eyes back and forth. Everyone roars with laughter at the joke.
Curley is also in the saloon, playing cards. He decides to confront Tom, telling him he didn't think his little trick was funny, then calling Tom a liar and a cheat, just like his old man. Tom steps back and assumes a position for drawing his gun. Bud jumps in and calls Curley a liar for the things he said about Bass. Curley decides Bud's words are fighting words and orders someone to give Bud a gun. Bondie Adams offers his gun, sliding it along the bar towards Bud. Before Bud can grab the gun, Tom grabs him in a bear hug. Right then, John enters the bar and Bud tells him, "this guy just called pa a liar and a drunk." Bud, suddenly feeling even more emboldened, then asks Curley if the invitation to draw goes for Johnny Elder as well.
John tells Tom to get Bud out of the bar. Bud refuses to go until Curley pays for what he said. John looks at Bud and pauses, then tells Bud that their father really was a liar and a drunk, upon which he grabs Bud and pushes him sharply towards the door and tells Tom to keep him out. John eyes the pistol on the bar and Curley starts giggling. Sheriff Wilson then appears on the scene, carrying a shotgun. He points it at Curley and tells John to get out. John leaves. When Curley and his co-horts begin to walk out, the sheriff tells them to stay and finish their game.
The next morning at breakfast, Bud throws a fit, as he's upset about the way Curley talked about their father, and he thinks big brother John slinked away from the fight like a low-life skunk. John tells him to shut up. When Bud tells John that he should have let him fight Curley, John tells him that Curley would have killed him before his hand got halfway to that gun. John tells Bud that Katie wanted him to go to college and that's what he's going to do. Bud acknowledges that his big brother might be able to force him to go, but he couldn't make him learn anything.
Bud rushes to a cabinet and extracts a pistol, telling his brothers that he was going after Curley and asking if any of them were coming with him. John grabs the pistol away from Bud, then backhands him across the face. When Bud tries to throw a punch back at him, John takes the punch against his hand and flings Bud back across the room. He then tosses the pistol onto the table, accidentally knocking a cup of coffee over into Tom's lap. Tom jumps up and punches John. John hits him back, knocking him towards Matt. Matt sort of pushes Tom, who then turns and punches Matt. Matt then hits Tom. After that, there are many more punches delivered and received among all the brothers, until John gets knocked through the front door and raises up to see a man in a wagon sitting there.
The man and John exchange "howdys," then the man says he's looking for Kate Elder. When he learns that Kate had died, he expresses his condolences, then explains how she wrote to him about a month ago. He produces the letter, addressed to Mr. Charlie Bob Striker (Rhys Williams), Pecos, TX. In the letter, Kate offers to purchase between 100-200 horses from Mr. Striker, if he's willing to sell them to her on credit and allow her time to resell them so she could pay him what's owed.
Charlie figures there will be no deal now, since Katie had passed, and he is all set to leave when John tells him that he'd be interested in taking the 200 horses. He said he'd run them up to Colorado and sell them to the miners, but he'd need to also do it on credit. He offers Striker half the profits for trusting him. Striker asks the other brothers if they are going to be in on it. Tom and Matt say ok, as long as the profits go towards Bud's college. Bud hesitates, complaining that John almost broke his jaw. John says, "I was trying awful hard too, but that's what it seems to take with some people." After Tom nudges Bud, he agrees to go along.
Striker says that as long as he was going to do a fool thing for their mother, he would go ahead and do it for them. He heads off for his ranch down near Pecos to wait for them. Ben Latta comes riding into town and stops to speak with Morgan Hastings. They go over to see Sheriff Wilson, who's at the jail playing chess with Judge Harry Evers (Sheldon Allman). He's lost eight games in a row to Harry. Ben thrusts a wanted poster at Billy. On the poster is a reproduction of Tom Elder, and he's wanted for murder. Ben tells him that Hastings put him on the trail of investigating Tom, and that's how he came upon the poster.
After Judge Evers explains to Ben that the wanted poster doesn't mean Tom is guilty, just that's he's wanted, Billy cautions Ben that he's operating out of pure hate in his pursuit of the Elder brothers, and that's why they took Ben's gun from him the first time. Ben walks over to the gun rack and gets a rifle, then some bullets. He tells Billy he's going after Tom. Billy criticizes Ben for being so ready to get tough with Tom, advising him that it would be better to go out there as though he's reluctant to arrest Tom. Seeing that Ben can't be reasoned with, Billy decides he'll go out to the ranch on his own.
Ben and Hastings can't believe Billy is willing to go by himself and Hastings offers the services of Curley. Billy asks Hastings what it is he's trying to keep the Elders from finding out about. Hastings responds, "just trying to help."
Hastings beats Billy out to the ranch and lies in wait behind a tree on a hillside. When Billy rides up to the ranch house, Hastings shoots him in the back with a rifle. Billy's horse trots back to town, where Judge Evers sees him and tells Ben. Ben puts together a posse and they ride out to the ranch and find Billy still breathing, but barely alive. Two men are assigned to take Billy to the doctor. The rest of the posse head out to find the Elders.
The Elder brothers have gone to Pecos and gathered the 200 horses. They are just starting out on the long drive to Colorado, pausing at the river to spend the night. John compliments Bud on his horse wrangling during the day and asked him where he learned to do that. Bud just says, "not in college!" Another argument about his going to college ensues and John complains to his other two brothers that he doesn't know what to do about Bud's continuing sassiness. Tom says to Bud, "ain't you go no respect for your elders?" Bud says, "ha, ha, I've heart that before." When he's told that Katie wouldn't have stood for his back talk, Bud asks which of them thought they were able to stand in for their mom and put him in his place.
John, Tom and Matt then grab Bud and fling him into the river. Tom and Matt jump in too and douse him a couple of more times. When John tells them all that he thought he'd taught them better than to jump in the river with their clothes on, they grab him and pull him in.
The next morning, Tom spots the posse on a nearby ridge. When he asks John what they should do, John says they hadn't done anything wrong, so not to act like they had. They mount up and prepare to resume the drive, when Bondie Adams raises his rifle and shoots, spooking Bud's horse who bucks and knocks Bud out of the saddle. Ben yells at Bondie for disobeying orders, but the posse then rides on down to confront the Elders.
John asks Ben what's going on. Ben infers they were stealing horses. John tells him they acquired the horses legally and could prove it, although he didn't expect them to believe him. He said Billy would believe him. That's when Ben accused them of shooting Billy when he'd tried to bring Tom in, and he shows them the wanted poster. John glances at Tom, not understanding, but then tells Ben that it doesn't make sense that they'd be on the run with Tom, shoot Billy, stop to pick up 200 horses, then herd the horses back through Clearwater. Ben just tells them to throw their guns on the ground. John tells his brothers to comply, that more killings won't prove anything.
The brothers are worried about their horses, but Ben doesn't seem to care about that, ordering his posse members to kill the Elders if they try to escape. In jail, Tom explains that some bartender in New Orleans got upset when he pulled his fake eye trick and started shooting at him, so he had to shoot back. He didn't think he'd get a fair trial, so he ran.
Outside the jail, the men of the town had gathered and were talking about a lynch party for the Elders. Mary comes to see them, bringing food. John asks her about Billy, but she doesn't know his condition. When John suggests that she too thinks they shot Billy, she says she doesn't know what to think. She just wishes they'd gone away right after the funeral. Ben comes up and tells Mary to go home. He also says that Billy's dead. Matt asks if Billy said anything about who shot him. Ben says he wasn't able to say that the brothers didn't shoot him.
Mary lashes out at Ben, telling him he needs to get the U.S. Marshall, or take the Elders to Laredo, because they won't get a chance to make their case there in Clearwater. Ben tells her to quit telling him how to do his job. It appears that Ben would just as soon let the towns people string up the brothers.
Tom produces a knife he had hidden away and tells his brothers that come breakfast time in the morning, they'll get the key.
Judge Evers confirms Mary's opinion, telling Ben that they wouldn't be able to find a jury capable of providing a fair trial for the Elders. Ben asks Charlie Biller (John Qualen), an older deputy, if they have enough ammunition to see them through. Charlie says no, that their guns won't stop that mob anyway. He complains to the judge that Billy could have dispersed that mob, and without using a gun. He doesn't think Ben amounts to a patch on Billy's shirt. He tells Ben he needs to get the Elders out of town, or pretty soon he'll be shooting bullets at the people who used to be his friends. Ben thinks about it and tells the judge they'll move the Elders to Laredo early the next morning.
During the night, there seems to be some activity going on, as though Ben was going to open the cell door, so Bud wakes Tom, but no one comes. Tom gets his knife out and tells Bud to call out and tell the deputies that he's sick. John kicks the knife out of Tom's hand, telling him they were going to face the charges. He tells Tom that they landed in jail because he chose to run in New Orleans, but not now. Even if they all get killed, they aren't running, and that's a win for Katie. He throws the knife out the window.
The deputies come to take the Elders to Laredo. The first stop is J. Plummer Blacksmith shop, where they have shackles put on. Bud refuses to be shackled to John, so Matt angrily shoves Bud out of the way and steps up to be shackled to John. The judge deputizes the additional men who will be transporting the Elders.
In a canyon outside Clearwater, Morgan and Dave Hastings, Curley, and Bondie Adams are waiting in ambush. The three wagon drivers carrying the Elders and the deputies are part of the ambush plan, which is to kill everyone and blame the Elders. Ned, the driver of the wagon carrying the brothers, stops on a river crossing bridge, claiming it was to rest the horses. John senses something's up, and taps Matt on the shoulder, a signal to get ready. He leans forward as Ned stands up and shouts something, then pushes Ned out of the wagon while simultaneously grabbing the pistol from his holster. He shouts at his brothers to jump. John and Matt go off one side of the bridge and Tom and Bud go off the other.
Hastings and his men start shooting. The man riding with Ben draws his gun and orders Ben to drop his rifle. John shoots back, but tells his brothers that he can't hold them off with one gun. Tom asks him if he can provide cover long enough for he and Bud to run back to Ben's wagon and get more guns. John says, "three shots worth." Tom and Bud get in the river and swim under water a short distance and get to the wagon. Ben had been taken off to the side by his captor, near some trees. Tom grabs a rifle and sees Ben and the other man. He shoots and hits the man, wounding him, and although he's still able to hold his pistol on Ben, he decides he'd better run for it.
John yells at Tom to use the horses on the wagon for cover in getting back over to him and Matt. They make the short run to the bridge, then jump in the river with several rifles and boxes of ammo, and make their way over to John and Matt. Seeing all that, Hastings turns to Curley and says, "all right, Curley, this is what you were hired for. I don't want one of them lizards to get out of here alive." Bondie goes with Curley as they ride down to where the other men are, near the river. One man tells Curley that there's dynamite in his wagon.
Things get real quiet while Curley and another man configure a bunch of dynamite sticks into a bomb. The Elders decide to fall back a bit, to the other side of the bridge, but before they can, Curley yells go and six of the men charge, shooting at the Elders while Curley lights the fuse and tosses the bomb under the bridge, then they all fall back. Things get quiet again and John hears the sizzling of the fuse. When he sees the bomb, he yells, "look out!" as he dives into the water. The dynamite goes off, causing the bridge to collapse.
When John struggles up out of the water, he finds Matt on his back with a large splinter of timber in his stomach. Matt tries to say something about a wish that he has, but he dies before he can say it. Curley and his gang all start shooting again. Ben is nearby, but helpless to do anything. John grabs two pistols and furiously empties them at the bad guys, but doesn't hit anybody. Then he grabs a rifle and shoots some more. He finally calms down a bit and waits for Curley to stick his face out from behind the tree he was hiding behind, then shoots him in the head.
After seeing Curley go down, another man breaks from behind his tree and runs. John cuts him down too. Bud is hit in the upper left chest and freaks out. Tom tends to him while John shoots his shackle to release him from Matt. Ben comes out of hiding and calls out to the Elders to throw him a gun and he'd help them. Hastings calls Ben a "stupid fool" and prepares to shoot him, but Dave grabs his arm and pulls his gun down. Hastings knocks Ben down and re-aims at Ben. As Ben leaps for the pistol that John flings to him, his body is violently jerked backwards by the force of the bullet from Hasting's rifle.
When the remaining men see Hastings turning to leave, they all decide it's time to go as well. John and Tom shoot at them as they leave, but don't hit anybody. Tom wants to run, but John tells him that Bud needs a doctor and he's using the one wagon to take him to Clearwater. John drives the buckboard into Clearwater at full speed, going right to the blacksmith's shop. He tells Tom to get Bud in the barn, while he provides cover. One man across the street is about to start shooting, but the judge stops him.
Will, the blacksmith, tells his son, who is there working with him, to get out of there, but John tells the boy to go get Dr. Isdell and be quick about it. The boy goes for the doctor while John orders the blacksmith to take off their leg irons. One man stops the boy, but Judge Evers tells him to let him go. Evers then approaches the blacksmith's shop and John fires off a shot, telling him to stop. Evers tells John to send out Will and they'll let the doctor come through. John says it will have to be the other way around.
John explains what happened at the bridge outside town, and also quickly relates the brothers' alibi for the time when Billy was shot and killed. He tells Evers to send for the U.S. Marshall in Laredo and they'd give themselves up to him. Evers sends Dr. Isdell into the barn. Tom releases the blacksmith. Evers orders all the men gathered around to break it up and go home, or they'd have to answer to the U.S. Marshall.
Dr. Isdell does what he can for Bud, suggesting to John and Tom that they get the boy over to the boarding house as soon as possible. John then opens the door so the doctor can leave. Tom assures John that Bud will pull through and they'll see to it that he gets raised right.
Hastings and his son are anxiously waiting over in the gun shop. Dave is worried that one of the deputies will tell the U.S. Marshall what happened. Morgan doesn't think so. He gets upset at his son's lighting up a cigarette in the shop, where's there's gunpowder, and forcibly smashes the cigarette against his son's mouth. Dave goes outside to smoke and pout. Tom sees him and calls to John. Tom wants to go get Dave, ask him some questions. John says no, that if Tom steps outside, he'd be killed. John then goes to tend to Bud.
Tom sets down his rifle and takes a pistol, climbs into the loft, and goes out a window. On the street, he takes a horse to provide cover as he crosses the road. He manages to avoid detection by several men he passes and makes his way over to the gun shop. He comes up behind Dave and puts his gun in his back, ordering him to walk backwards. Morgan sees Dave's strange movement through the window and realizes something's amiss. He goes to the side door and sees Tom pointing his gun at Dave. Morgan breaks a pane of glass in the door with his pistol and fires, hitting Tom in the middle of his back. Tom is wounded, but returns fire and is able to keep going, ordering Dave to move. Morgan follows and more shots are exchanged, but Morgan decides to give up the chase as Tom nears the blacksmith shop and the towns people start gathering again, attracted by the sounds of gunfire.
Tom pushes Dave into the barn and says to John, "here's a present for ya, now get your answers." John proceeds to interrogate Dave, asking who it was that ambushed them outside of town. When Dave says he didn't know, John hits him twice, then starts choking him. Morgan appears at another doorway and witnesses what's going on. He again breaks a pane of glass and fires off a shot, but he hits his son, as John had spun Dave, putting him between him and the door.
As Dave stumbles forward, telling his father that he didn't tell them anything, John quickly grabs his rifle. Morgan starts to withdraw, only Judge Evers shows up and draws down on Hastings, ordering him to drop his gun. Hastings quickly tries to explain that the Elders shot at him, and had his son in there. As Evers opens the door to the barn, Hastings runs off.
Before he dies, Dave tells John that his father killed Ben, that Bass Elder found out he was being cheated, so Hastings killed him too, and that Billy kept getting closer to the truth, so he had to go as well. Judge Evers hears all of it, then orders John to give up his gun, telling John that they'd take care of Hastings. John says, "I don't want any trouble with you, Harry." Tom says, "I wouldn't argue with him," just before he topples over face first, unconscious.
Harry tries once more to stop John, but he tells Harry that he has to do this for himself and, as he walks out, tells Harry to go get Dr. Isdell for Tom.
John marches directly over towards the gun shop, but pauses when the lights start to dim. He sneaks up and kicks the front door open. Hastings fires off some shots at him. John dives into the store and takes cover near some barrels of gunpowder. They exchange more shots, but realizing they were in a bit of a standoff, John decides to position a smaller container of explosive out in the middle of the floor, then he dives out the side door and runs back around to the front. While standing in the street, he fires a shot into that container, causing it to explode. The entire store then blows up.
John turns and hands his gun to Judge Evers, then slowly walks towards the blacksmith shop. Mary calls out to him and he turns and walks to her. She tells him that Bud is in the boarding house. She says doc told her that Bud would require lots of care. John tells her he'll get it. He asks about Tom. She says the doctor was with him now, but that Tom said it would take more than one bullet to kill him. As John follows Mary to go see Bud, he pushes against Katie's rocking chair, putting it in motion.