A man rides a black horse through the mushroom-shaped sandstone formation.scenery, as The Voice of Death ('GENE RAYMOND' (qv)'s voice) intones, "Ben Thompson ('ROBERT DIX' (qv)), peace officer, who remains alive only because of his deadliness, rides on the trail of the Yaqui' chief called Satago - means Hot Overhate - as I rightly decided, as I do with all men, on my pale horse. I am Ben Thompson's close friend: Death - the physician who cures all pain. For the next five bloody days, I ride with my mortal messenger Ben Thompson collecting the debt all men must pay."
A Yaqui mounting a pinto horse with a few black patches, looks over the plane below him. And Death intones again: "Yaqui chieftain Satago ('John "Bud" Cardos' (qv) in a dual role) slaughtered the white man's bride and woman, in the name of justice for his people. White man has killed his game, driven his pride from his hunting ground, and broken every treaty. Where Satago goes, I am, for he too, is my emissary, and Death is his way of life."
Ben comes across a couple who's riding on a single horse: Joe Lightfoot ('JOHN "BUD" CARDOS' (qv)) presents himself as Satago's half-brother, and his wife, Little Fawn ('MARIA POLO' (qv)), coveted by Satago.
He warns that Satago and his warriors now have guns, and are throwing all white men away from their territory.
Ben visits Mary Johnson's burial - killed on their wedding night by Satago - and arrives just-in-time to save a former girlfriend, Nora ('VICKI VOLANTE' (qv)) who was hunting on the mountain range when she was attacked by a lone Yaqui ('AL ADAMSON' (qv)). Ben challenges the Indian to a knife fight. The paleface stabs the Indian, who falls off a cliff to his death.
Nora reproaches Ben for not looking for her when he came back from the war, and tells him that she married Dave who's out in Tucson. Ben says he's married, and she tells him that his wife is dead, and she would have wanted him to live; "Revenge is mine, said the Lord," Nora quotes from the Bible to Ben. Nora's husband, Dave Miller ('KENT OSBORNE' (qv)), is out at Tucson, and Ben has got a superficial wound, so they go together to her ranch.
Next morning, Ben is standing guard on their front porch, when Nora serves him fresh coffee, just as Dave returns home. Ben informs him of the Apache renegades, named Yaqui. Dave knocks the coffee out of Ben's hand, says he has never had Indian trouble before, and orders Ben out. Ben leaves, warning Nora to go to town until the Indians calm down, but Dave does not listen to reason. Stubborn Dave left the house, but was still close enough to come back and defend it when Satago shows up, leading a number of warriors. They use flame arrows to set the house ablaze. Nora is a good shot, and kills a topless Yaqui point blank, but then another shoots an arrow through her back. Out of ammunition, Dave is impaled by Satago's spear. Satago takes Nora's scalp, and lifts it in the air, in triumph. Then he does the same with Dave's hair.
Death tells that she has other earthly emissaries, such as gunrunners. Clay Bates ('JIM DAVIS' (qv)) and his slow thinking partner, Horace Wiggins ('RAY YOUNG' (qv)), are gunrunners to Satago's band. After receiving their latest shipment of guns for gold, a Yaqui with war paint on his face ('Tom Goldrup' (qv)) gives them two days to get out of the territory. Clay has to detail his meaning to Horace, that it means they'll wind up supper for ants if they don't live soon.
Ben comes upon the wounded Joe Lightfoot, who was hunting for supper when he was jumped by two Yaquis. Ben yanks the arrow out of Joe's left shoulder, then patches him up after he's fainted. Once he's revived, they head to Joe's camp to rejoin Little Fawn.
Meanwhile, Satago captures Little Fawn, lashes her hands and feet to stakes, admires her spread-eagled body, and leaves her for the ants and vultures. [scene cut from video prints] The vultures lead Clay and Horace to her. Clay rips her clothes off, and rapes her [scene cut from video prints], then shoots her dead before Horace can have his turn. "It was the right thing to do," he explains to his sorrowful companion. Horace still wants something from Little Fawn, and takes her silver necklace, but when he shows it to Clay, he takes it from him, "Let me see... I'll keep it as a little memento." Ben and Joe arrive too late. Joe unties Little Fawn's body and carries it from the river side, to bury her.
Satago attacks a covered wagon traveling West, the Driver tries to make a desperate run for escape on the poor trail, the wagon overturns and crashes. From the wreckage emerge the young Wagon Driver ('FRED MEYERS' (qv)) and the old wagon guard Rawhide ('Victor Adamson' (qv) aka Denver Dixon), a black clad preacher Boone Hawkins ('JOHN CARRADINE' (qv)), a redhead saloon keeper Kansas Kelly ('PAULA RAYMOND' (qv)) and her two working girls a brunette in a red dress, Althea Richards (TARA ASHTON aka 'DARLENE LUCHT' (qv)) and a blonde in black dress, Lavinia Wade ('JULIE EDWARDS' (qv), and a well dressed man who seems to be their boss, Jim Wade ('SCOTT BRADY' (qv)), The Indians depart after the men start shooting at them. Althea serves some water to the preacher - exchanging words with him about cleanliness of the soul, devil things, faith, and prayer - then to Rawhide, and lastly, to Jim. Lavinia does not like Althea getting so close to Jim. The Preacher has a good look at Kansas Kelly, when she lifts her skirt - either to look at the flask of whisky she has hidden under it, or her legs in lacy black stockings.
Ben Thompson and Joe Lightfoot arrive, persecuted by the Yaquis. Jim fires, killing one, apparently scaring the others away. Jim recognizes Ben, but before they can talk, the Yaqui shoot the Driver in the back, killing him. [They also shoot Rawhide dead, in a scene cut from video prints.] Jim tells Ben that he is going to Tucson with one of the ladies, motioning to Lavinia, and asks Ben if he intends to make Joe a permanent partner. "There's nothing permanent with me but Death," replies Ben.
Lavinia uses the break from the Indians' attack to confronts her colleague. "Fancy bloomer, I want to have a talk with you. [shove] Get your hands off my man!..."
"Just be away from him, do you understand?" [ripping off the red dress on the shoulder]
Lavinia and Althea fight, rolling on the dirt in their sleeveless, saloon-girls' dresses. Joe and the Preacher separate them quickly, while Jim and Ben look on, smiling. Althea gives Ben a good look back, as his eyes trade on her naked left shoulder, and then goes behind some boulders to change her ripped dress for a red shirt and denim trousers. The Preacher sneaks behind her, to see her nude - but Joe stops his moment of joy short.
Ben talks with Kansas Kelly, whom he has known as saloon owner. Joe talks friendly with Althea, then shoves her aside... and shoots up an Indian who was about to attack them. The Indian makes a nasty fall to his death.
During the night camp, Jim Wade slaps Lavinia repeatedly, but Kansas Kelly crashes a bottle on his head, knocking him out. Lavinia cries out in shock to the Madam, "You better not have hurt him!" Kansas Kelly retorts that the man is alright, because she has the practice of cracking men's skulls. Althea turns to Joe, "That was awful!" Joe smiles back, and says, "Jim and Lavinia? they've been doing that for years. Most women like it." Althea is speechless for a moment, then asks, "Is a woman to be possessed like a horse?" The question goes unanswered, and she prods him with other questions, about the other men who Joe knows, and about his marriage life...
The five survivors proceed to walk to Tucson - the women riding Ben's and Joe's horses - when they meet with the gunrunners, Clay Bates and Boone Hawkins, and ask them permission to use one of their horses for they've got three women and only two horses. Boon tells Ben derisively, that he gives up his horse for "no man or woman". Horace, however, gladly gives up his horse for Althea...
During another rest stop, Joe goes to the river with Althea, for her to help him clean his shoulder wound. The two talk a bit, with Althea showing an interest in the handsome half-breed, but he shows her his late wife's medallion and says that he is too much in grief to care for life again.
Clay sneaks up on the Lavinia, bathing in her underclothes, nearby. He has got her lacy bra in his hand, so she shouts for him to let her clothes down. Her voice brings Jim running from where he was shaving. Clay tells the blonde that he wants her real bad, and shows her what he's got for her: Little Fawn's silver necklace and medallion. Jim Wade knocks him out with a few punches, then he harshly tells Lavinia to put some clothes on. She has time to beg his pardon, but she doesn't put her clothes on. A Yaqui shoots an arrow into her back. Jim blasts the offending Indian dead with a revolver shot, and carries the blonde's body out of the water. Ben and Joe come to the rescue after hearing the shot, and Joe sees Little Fawn's necklace fallen out of Clay's hand - but manages to keep silent about it.
The preacher makes a short speech as they bury Lavinia. Later, when Ben is out scouting with Jim, Clay is drinking too much, and Althea tries to get information from Kansas Kelly about Ben. [Flashback scene cut from video prints: Ben Thompson goes to bed with topless saloon girl Val ('Jill Woelfel' (qv)), then feels guilty for the memory of his late wife.]
Horace tries to slap Clay awake but fails; then he takes a liking to it, slapping him repeatedly until Althea cries, "You're going to kill him!" Joe intervenes and hits Horace with the butt of the carbine, wounding him.
Yet, Horace rampages away, and takes a gun, and Althea as a hostage, menacing her with a knife and demanding Joe to drop his gun. He's about to shoot the half-breed when preacher Boone tells him that can't be allowed. Boone disregards Horace's menaces, and reads from the Bible, "For God so loved the world, that he gave the world his only begotten Son, that whosoever believed in him should not perish, but have everlasting life." [John, 3:16] With the last word, Boone blows the gunrunner a shot in the belly from the derringer he had concealed in his Bible. Horace falls face down, after calling for Clay. Boone tells Ben that indeed, he had not been a preacher all of his life.
Clay was not expecting this, and rides off, with the vengeful Joe in pursuit. After a flying tackle from horseback, Joe knocks Clay out, and ropes him to stakes in the ground, just like he had left Little Fawn. Joe brandishes the necklace in his face, but his triumph is cut short by a Yaqui bullet in his gut. Before he dies, Joe stabs the bound Clay to death. Then, Satago orders his three remaining braves to shoot Joe point blank with arrows.
Jim gives up waiting for Joe's return and orders his companions to walk away. Preacher Boone catches a Yaqui arrow intended for Kansas Kelly, who grabs the preacher's derringer and shoots his killer. Another Yaqui got close enough to stab Kelly in the back. Jim shoots this warrior down.
Next is Jim Wade who is shot; he dies slowly, recalling his past dreams to Ben and Althea, and then says his last words between coughs, "Hey, listen, if you're dumb enough to waste time burying me, I promise yeah, I'll come back and haunt you."
Ben and Althea have a moment of respite at the top of the mesa, overlooking the river below. Satago orders his two braves to attack them - one using a bow-and-arrow, the other a gun. The Yaqui who had been in the gold-for-guns trade grins, as he prepares to shoot his arrow at Ben, distracted with the cleaning of his revolver. Althea sees the Indian and tries to warn Ben, taking the arrow herself in the back, and dies in his arms. Ben reacts promptly, emptying his revolver on the attackers, hitting both, who fell off the cliff.
At last, Ben and Satago come face to face. Satago buries his spear on the ground, dismounts, and advances towards Ben with his knife. Ben also takes a knife from his boot holster. They knife fight briefly, disarm each other with kicks and punches. Then they keep on fighting with naked hands, kicking and wrestling on the dirt, rolling down the cliff, and onto a stream.
Death says, "Here in this vast silent valley, it might well be the ending or the beginning of the world. These two men, each of whom is certain of the justice and honor for which he does battle, meet - in a final confrontation. One of them will come to me, the other will ride on, seeking me. For in violence between men and me, there can be but one victor. That... is Death!"
Eventually, Ben manages to swim ashore, and Satago - too tired to do the same - is washed away down the river and a waterfall, drowning in the water. Ben buries his friends, and rides on, leaving four graves behind.
Death's concluding statement: "Ben Thompson certainly will ride. As he rides away from this bloody valley, his friends and his enemies have found their ultimate destiny, so I rightly decided, on my pale horse... for I am Death. I'm necessarily in existence, it's not necessary to invent me, for only I can cure the pain of the living, only I can show living things that dying is nothing more than ceasing to be afraid."