An aging lawman going to be retired, marshal Flagg, hears that his old nemesis, the outlaw McKaye, is planning a robbery and back in the region. Riding out to hunt down McKaye, the gang of McKaye captures Flagg also discovers that McKaye is the gang's first choice, however is considered merely a aging relic a kid named Waco, by the president. Waco requests Mackaye to take Flagg, and if Mackaye refuses Waco abandons them. Flagg then takes Mackaye back to town only to find out that he has been"retired", and when he sees clueless and incompetent the newest marshal and the city dads are, he persuades Mackaye which it's up to the both of them to discontinue Waco along with his gang by ravaging town.