Aging outlaw Pike Bishop (William Holden) prepares to retire after one final robbery. Joined by his gang, which includes Dutch Engstrom (Ernest Borgnine) and brothers Lyle (Warren Oates) and Tector Gorch (Ben Johnson), Bishop discovers the heist is a setup orchestrated in part by his old partner, Deke Thornton (Robert Ryan). As the remaining gang takes refuge in Mexican territory, Thornton trails them, resulting in fierce gunfights with plenty of casualties.