No place to run. No reason to hide.
A former gunslinger is forced to take up arms again when he and his cattle crew are threatened by a corrupt lawman.
"Boss" Spearman (Robert Duvall) is a free-range cattleman, who, with hired hands Charley Waite (Kevin Costner), Mose (Abraham Benrubi), Button (Diego Luna), and dog Tig are driving a herd cross country. Charley is a former soldier who fought in the Civil War and feels guilty over his past as a killer.
Boss sends Mose to the nearby town of Harmonville for supplies. The town is controlled by a ruthless Irish immigrant land baron, Denton Baxter (Michael Gambon), who hates free-rangers and treats the inhabitants like trash . Mose is badly beaten and then jailed by the town marshal, Poole (James Russo), whom Baxter "owns." Many townspeople accept that Baxter is all-powerful and corrupt while others harbor animosity towards him. The only friendly inhabitant they meet is Percy (Michael Jeter), a livery stable owner.
Boss and Charley become concerned when Mose doesn't return. They retrieve him from jail but not before getting a stern warning from Baxter about free-ranging on his land. Mose's injuries are so severe that Boss and Charley take him to Doc Barlow (Dean McDermott). There they meet Susan Barlow (Annette Bening). Charley is attracted immediately, but assumes that Susan is the doctor's wife.
It turns out that Baxter does not really want Boss to move on; he wants the herd. After catching masked riders scouting their cattle, Boss and Charley sneak up on their campfire in the dark of night. Baxter's henchmen are forced to strip and are sent back to town on foot. Another ambush, however, happening at the same time, results in the killing of Mose and the dog Tig. Button is badly injured and left for dead.
Charley and Boss vow to avenge this injustice. They leave Button at the doctor's house and go into town, where during a flash flood Charley saves a townsperson's dog. Boss and Charley are threatened by Poole but refuse to back down. Shortly thereafter, they lock Poole in his own jail. Boss knocks him out with chloroform he has stolen from the doctor's office. Other henchmen meet the same fate; they are locked up in Poole's cells and knocked out with the drug.
Charley and Boss psychologically prepare themselves for the upcoming battle. Charley learns that Sue is the doctor's sister, not his wife. Charley declares his feelings for her (at Boss's urging) and she gives him a locket for luck. In the town store, knowing that a bloody confrontation with Baxter is inevitable, Boss and Charley buy expensive cigars and chocolate, reasoning that they might be unable to enjoy these later. Charley leaves a note with Percy, the livery stable owner, in which he states that if he should die, money made from the sale of his saddle and gear are to be used to buy Sue a new tea set.
Outmanned in a gunfight, Boss and Charley are pitted against Baxter and his many henchmen. Charley doesn't wait to be drawn upon first, cold-bloody shooting Butler (Kim Coates), the gunman who shot Button and killed Mose. The gunfight erupts and Boss is wounded. Some of Baxter's men flee as Charley guns them down one by one — Charley even manages to shoot Baxter himself early in the fight.
Rallied by Percy, the townspeople begin to openly fight against Baxter. Even the wounded Button stumbles out of his recovery bed in the doctor's house to fight with his friends. Baxter endangers innocent women and children to save himself after an intense firefight outside the jailhouse his henchmen all dead Baxter ends up wounded and alone, trapped in the jailhouse. Boss rushes the jail, mortally wounding Baxter. Boss stops just short of killing Baxter, stating that he wouldn't waste a bullet to ease Baxter's pain.
With the battle over, Charley witnesses the casualties: dead bodies, shaken innocent bystanders, and destroyed property. He speaks to Sue in private, telling