Hollywood legend Charlton Heston stars as Will Penny, an aging cowboy on a hard-luck streak. He's out of work, out of money, and staked out to die in the desert by a gang of ruthless outlaws. Moments before death, Will is taken in by a beautiful young woman named Catherine (Joan Hackett), who is heading west with her young son to join her husband. As Catherine nurses Will back to health, he catches a glimpse of a lifestyle he's never known. Suddenly, Will has two more problems to deal with: He's madly in love with another man's wife, and the outlaw gang is on its way back to finish him off.