In the Broken Saloon at El Dorado, two old friends meet up again. Sheriff J.P. Harra (Robert Mitchum) greets Cole Thornton (John Wayne) with a pointed rifle.They've both been friends since before and during the civil war.But J.P has heard his friend now works for Bart Jason (Edward Asner). Thornton admits that Jason has offered him good money, but he doesn't know what he has to do to earn it.
J.P explains "Jason showed up here around the end of the civil war with a pocketful of money and nobody could find out where he got it, but everybody else around here was broke Having money, he started to grow, but now he needs more water There's only one place to get it; trouble is, somebody was there ahead of him, about 20 years ahead - his name is Kevin MacDonald (R. G. Armstrong).MacDonald has four boys and a girl. The whole family have worked real hard.Hung together through the rough times; now things were looking up, MacDonald was not ready to sell, so he's holding out and Jason was pushing, and now I'm standing right in the middle".
Saloon owner Maudie (Charlene Holt) walks in and throws her arms around Cole.She bursts out laughing when she realises that her old flame and her current one are friends.Cole gave her a stake some time earlier to help her sort out her money problems when her gambling husband was killed.
Thornton goes off to Jason's ranch to tell him that he's not going to work for him.Warned that Thornton has gone to Jason's, MacDonald has left his youngest boy Luke out on the hills to do a man's job and look out.But whilst keeping watch,he falls asleep and when he wakes up he jumps and shoots down at Thornton.Instinctively Thornton shoots him down.Thornton rides to him and is upset to see the boy's age.He tries to make him feel comfortable but Luke is in agony.While Cole has his back turned to him,he pulls out his gun and kills himself.
Thornton takes the body to Luke's father's place and explains what happened.Luke's sister, Joey (Michele Carey), a tomboyish,wild cat in buckskin pants doesn't believe him and tries to kill him. Her brother stops her and her father asks her to get in the house.But she angrily rides off.
Macdonald thanks Cole for returning his boy but Cole feels guilty and rides off.On his way back,Joey ambushes Cole at a creek, dropping him with a rifle bullet. He manages to get back on his horse and escapes to Maudie's place, where Doc Miller (Paul Fix) treats him. The bullet is lodged dangerously close to his spine,but the elderly doctor says he's not equipped to deal with it and to find a better surgeon for the bullet's removal.After a short time,Thornton leaves El Dorado,much to Maudie's disappoinment.
Several months later,Cole arrives in a town near the Mexican border and has dinner a the local cantina.A young man nicknamed Mississippi (James Caan) enters and confronts one of four men sitting at a dinner table, reminding him if he remembers him or if he remembers the black hat he is wearing? Mississippi's closest friend,mentor and father figure was accused of cheating at cards two year earlier and was killed.He says he caught up with the man's other three companions and he killed them all. He asks the last of the murderers to stand up.Mississippi isn't wearing a gun,Instead he kills the man with a knife.As one of the men tries to shoot him,Cole shoots his hand and steps in.One of the men sitting at the table is Nelse Macleod (Christopher George),a dark thin faced man with a scar down the left side of his eye and cheek.Along with Cole and J.P he's one of the most dangerous gunslingers in the territory.Cole discovers that he's the latest gunslinger that Bart Jason has offered good money to work for him.Not only that but he also tells him that J.P won't be a threat because he's been an alcoholic for months.Cole and Mississippi get ready to walk out of the cantina,but Cole stops him.He knows Macleod will have some men waiting for them to shoot and he tells him to call the men off.Mississippi feeling grateful that he's saved his life twice,joins him for a meal.
Cole soon finds out that Mississippi cannot shoot a all.He stops off at at an old friend's and gets him a shotgun to use.Cole and Mississippi arrive in El Dorado and stop off at Maudie's to find out if any strangers have been hanging around.She says no and she tells him the full extent of J.P's alcoholism.Cole goes over to the sheriff's office with Mississippi and finds Bull on guard outside - who has been trying to keep law and order all on his own for the last few months.Cole goes inside to wake up J.P who's asleep in the cell.He throws some water over him to wake him up.J.P punches him and and Cole knocks him out with a pan to his head.Mississippi makes some special drink in order to keep him off the booze.With the black looking liquid in his system,any alcohol J.P drinks afterwards will just make him feel sick.
The next afternoon,Bart Jason arrives in town and waits in the saloon for Nelse Macleod to turn up.At the same time,the Macdonald family arrive for their weekly town shopping.Bull goes off to keep an eye on the Macdonald's and tells Colt he'll blow on his trumpet if there's any trouble.Later at night,J.P gets up,looking for some alcohol.Cole tells him they've got rid of it all.J.P goes over to the saloon to get a bottle of whiskey and Bart and Macleod start laughing at him.He walks back in shame.Gunshots are heard and Bull blows the trumpet.Cole and Mississippi run out and find one of Macdonald's boys wounded.Cole,J.P,Mississippi and Bull search the town for the gunmen responsible.A woman comes to the window and tells Missisisppi that she saw a few men take off down the street towards he church.A gunfight breaks out and two of the men are killed but the man with the limp gets away.They follow him into Jason's saloon.JP is angry from the humilitating he had earlier and he wants to prove what he's made of.Everyone denies seeing a man enter but the pianist looks nervous.J.P tells him to get out of the way and begins firing his rifle at the piano.The gunman comes out from hiding and starts shooting but J.P kill him.The barman goes for a gun but J.P shoots the top of the bar and a load of wooden splinters go through his hand.J.P approaches the men who were laughing at him earlier.He hits one man in the stomach with the rifle and whacks Jason over the face.He's ready to shoot him but Cole intervenes.J.P calms down and arrests him.
As they are taking him to jail,Mississippi sees someone pointing a gun at them from the stable and goes to check it out.He grabs the person and sees it's a woman,in fact Joey,who was trying to get a shot at Bart for revenge.He takes her over to the jail to confirm that it's her.She asks J.P if Jason will get what he deserves.He says it's up to the judge.She thanks them for what they've done and leaves.
Cole and Mississippi walk around the town on nightwatch and some of Jason's men come riding along.Mississippi dives into the street right in front of the horses hooves.The horses jump over him and he shoots one of the men.J.P comes running out of the office and takes a bullet in the leg.As Cole tends to his wound inside,he asks Mississippi why he dived under the horses and he tells him that you can't shoot properly while your horse is jumping in the air and an horse won't step on a person.
The doctors are in the office removing the bullet from J.P's leg.They tell Cole that it would be a good idea for him to have the bullet removed from his back.Cole tells them if he survives all the trouble with Jason's men,he'll have it taken care of.
J.P is feeling restless and frustrated and trying to control his need to drink.He comes up with the idea to lock themselves away in the office with some food and water until the U.S marshal arrives to pick Jason up.Bull recommends that he cleans himself up if they're going to be confined together.While J.P takes a bath,Joey and Maudie bring some things around for them to last them unil the marshal's arrival.Cole gets angry with her and tells her that it's best for her to stay away because Jason's men might use her to get Jason back from them.
Later at night,a friend of Maudie's arrives with a note from Maudie saying that Macleod's men have been hanging around her place and that she's heard that they've got something planned.Cole and Mississippi go over to to the saloon but a gunman starts shooting at them.They chase him through the saloon,out to the back door.Two men tell them the person went out the back door.Mississipi recognises the men as Milt and Pedro.Mississippi remembers the incident from their previous encounter.Cole asks if him anyone's waiting outside for them.Milt says no but Cole tells him to ealk out.Milt doesn't want to but Cole shoots him in the arm and tell him to go.Milt says he lied,there's somebody out there.Cole shoots him in the leg.With no choice,Milt runs out of the doors shouting not to shoot but he is blown away.Cole tells Pedro to go next but as he is trying to force him out the doors,he starts suffering with the numbness down his arm again.He falls to the floor in pain.Pedro goes for his gun and Mississippi kills him but is knocked out from behind.
Mississippi and Maudie go to the office through the back door to tell them what's happened.Macleod has Cole and wants to trade him for Jason.J.P reluctantly agrees.He frees Jason and he,Cole,bull and Mississppi flee town and hide out at his place.Bull is suspicious that Macleod let them get out of town too easily.
Joey turns up to tell them that her brother Saul has been kidnapped by Jason and he will only be returned if the Macdonald ranch is handed over to him.With Bull's age,Mississippi's poor shooting skills and Cole and J.P's crippled condition,the odds are stacked against them.Cole realises he can still use a rifle with one hand so they hatch a plan.
They ride back into town.Cole arrives on a wagon in front of the saloon to confront Macleod who has Jason and a few men at his side,while a few of the other men keep watch over Saul in the saloon.J.P,Mississippi and Bull go through the back door to get behind them.Bull fires an arrow into the back of one of Macleod's men and blows his bugle which distracts Macleod long enough for Cole to jump from the wagon and gun him down.J.P and Mississippi handle the rest of the men inside.Jason goes to grab one of Macleod's guns to kill Cole but Joey is hiding in the distance and shoots him first.Cole thanks her for saving his life.He walks over to Macleod as he lays dying.He says to him "You never gave me a chance at all did you".Cole replies "No I didn't.You're too good to give a chance to".Macleod dies.
The story ends as Cole has his leg wrapped up from scatter shot from Mississppi who accidentally caught him with his shotgun during he gunfight..Mississippi goes off to talk to Joey,Cole goes off to see Maudie and J.P and Bull have a drink while J.P tells him he needs him as his deputy.The story ends with Cole and J.P both now limping down the street as Cole prepares to leave town and J.P has gained his self respect back.