In the final days of the Old West, a former desperado, Harry Holland (Kirk Douglas), only wants to leave Bell City with money he won fairly at a poker game. However, his way is barred by Reggie Bell (Derek McGrath), a gambler who lost most of the money, the sheriff and a deputy, Wally Blodgett (Graham Jarvis). In the subsequent shoot-out, the sheriff is killed and Holland and Bell are wounded. Holland takes refuge in a hotel along with a 'hostage' - Bess, (Alexandra Bastedo). The townsfolk decide the only thing to do is hire an ex-sheriff, Sam Starret (James Coburn), to 'face down' Holland. But he is now a drunk - can he beat his long-time nemesis?