This movie starts with two old friends J.P. Harrah (Robert Mitchum) and Cole Thornton (John Wayne) meeting again after many years. Harrah is the sheriff of El Dorado, and he has big problems brewing, as in a range war. Cole is a gunfighter who has been hired by Bart Jason (Edward Asner)to take part in the fight. Once Cole hears the real story he decides not to take the job. He tells Harrah he'll ride out and tell Jason the news. He has to ride through the edge of the McDonald spread to get there. The story is; Jason's ranch is growing bigger and bigger, but he's out of water and there is only one place to get it. The only trouble is, someone was there before him; Kevin McDonald (R.G. Armstrong) and his family. Bart is trying to get McDonald's land and J.P. is caught in the middle.

After riding out to Bart Jason's ranch to tell him of his decision, riding back, Cole is shot in the back by Joey McDonald (Michele Carey). The McDonald's had been warned that Jason had hired Thornton.