Monte Walsh (Lee Marvin ) and his pal Chet Rollins (Jack Palance) are two over the hill cowboys seeking work in the town of Harmony, Arizona in the final days of the Old West. They take a job at the ranch of Cal Brennan (Jim Davis) and meet an old friend Shorty (Mitch Ryan). Monte goes off to visit old flame Martine (Jean Moreau), a saloon girl suffering from tuberculosis. The ranch closes and Chet marries Mary Eagle (Allyn Ann McLerie), a widow who owns a profitable hardware store. He tries to talk Monte in to giving up his cowboy life and settling down. He asks Martine to marry him, but she declines and cites her deteriorating health as the reason for her refusal. Monte goes on a drinking binge and rides a wild horse through town. He is indignant when a rodeo owner offers him a job. Monte states he would rather spit on himself that resort to such degrading work. Shorty is soon unemployed and guns down local lawman (LeRoy Johnson). Distraught after the death of his beloved Martine, Monte goes after Shorty when he guns down Chet. This film marks the directorial debut for cameraman William A. Fraker.