Rambling along at its own measured pace, is a vivid western character study, completely dominated by the rapport between stars (Charlton Heston) and (Joan Hackett). Heston plays Will Penny, an aging and impoverished cowboy. With his cohorts Blue (Lee Majors) and Dutchy (Anthony Zerbe), the trio sets out to find employment before winter sets in. Their job search is interrupted by the sudden appearance of Preacher Quint, a vicious Bible-thumping bandit (Donald Pleasance) and his moronic, sadistic sons. Dutchy gets wounded in the fight and Blue stays with him in a small town nearby to nurse him back to health. Will gets a job on a ranch, and though he is supposed to keep squatters off the land, he can't kick out Catherine (Joan Hackett) and her little son (Jon Gries). She herself is en route to join her husband, an Oregon farmer. Despite her wedding vows, Catherine finds herself drawn to Penny -- who makes no unwarranted move towards the woman, but is equally attracted to her. Then the murderous Quint and his sons reappear to exact their revenge.