A rancher, a rustler, and a regulator face off in Arthur Penn's eccentric western.  As a cover for their horse thievery, a gang of Montana rustlers, led by the laid-back Tom Logan (Jack Nicholson), buys a small farm adjacent to the ranch of their latest target/nemesis, Braxton (John McLiam).

When the gang leaves Tom on the farm and heads to Canada for another score, Tom takes a shine both to farming and Braxton's rebellious, strong-willed daughter, Jane (Kathleen Lloyd).  The slightly loco Braxton, however, hires the psychopathic regulator Lee Clayton (Marlon Brando) to root out the rustlers.

With a series of unorthodox methods (and costumes), Clayton hunts down Logan and his gang one by one, even after Braxton fires him, but Logan isn't about to let Clayton (or Braxton) make him obsolete.