In this comic western, Flagg (Robert Mitchum) is a veteran marshal forced to retire by the pompous Mayor Wilker (Martin Balsam). McKay (George Kennedy) is a wily gunslinger. The two combine forces to stop a young band of outlaws from robbing the train when it pulls into the station. Flagg warns the mayor of the upcoming attempt but is not taken seriously by the town politician. McKay and Flagg ride out to warn the train of the impending crime, which finds McKay facing members of his own gang in a traditional western showdown. David and John Carradine appear in this feature along with Tina Louise and Lois Nettleton.