James Averill (Kris Kristofferson), an idealistic graduate of Harvard, is a smart and good man. Twenty years later, he goes on a train to Johnson County to try to civilize the town because it has no law and order; he will be their new sheriff. He ends up trying to compete with a youthful gunslinger named Nate Champion (Christopher Walken) over a woman who is a prostitute madame called Ella Watson (Isabelle Hupperr). Ella ends up choosing one of them just because he can commit to her and the other is not ready to do so. Also, Nate had been part of a scheme to kill more than a hundred immigrants who were accused of being cattle thieves.