Infested with criminals, the town of Warlock is in serious need of a strong marshal. Enter Clay Blaisdell (Henry Fonda), a man with a reputation for some serious gun-slinging. Accompanied by his gambler friend, Tom Morgan (Anthony Quinn), the two find themselves as the centre of many a controversy due to their brutal methods in dispatching with the criminal element. Eventually a reformed outlaw in town named Johnny (Richard Widmark) is elected sheriff, and a showdown with Clay seems inevitable, especially after a beautiful woman (Dorothy Malone) arrives in town accusing Clay of murdering her fiancé...