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Unaware that the Civil War has ended, Col. John Henry Thomas (John Wayne) successfully attacks a Confederate company led by James Langdon (Rock Hudson). With the remnants of Langdon's squadron fleeing to Mexico, Thomas and his adopted Native American son, Blue Boy (Roman Gabriel), gather a herd of horses and head for the border with their company, to sell them. After Langdon's caravan is captured by a Mexican general (Tony Aguilar), Thomas nobly sacrifices the horses to free them.
In the American West, Willet Gashade (Warren Oates), a former bounty hunter, and Coley Boyard (Will Hutchins), his dimwitted partner, are approached by a secretive young woman (Millie Perkins) who offers them money to guide her through the desert but refuses to discuss why she is traveling. The group embarks on the journey and is eventually joined by Billy Spear (Jack Nicholson), a volatile gunslinger the woman has also hired. The only question is why.
When a bank heist goes wrong, outlaw Yellowleg (Brian Keith) inadvertently kills a 9-year-old boy -- the son of saloon girl Kit Tildon (Maureen O'Hara). Plagued by guilt over the shooting, Yellowleg vows to help her bury the boy beside his father in the now-derelict town of Siringo, Ariz. With criminal cohorts Billy (Steve Cochran) and Turk (Chill Wills), Yellowleg embarks on a dangerous journey into Apache territory to lay the boy in his final resting place.
The outlaw brothers (Kris Kristofferson, Johnny Cash) go from the Civil War to robbing trains to farming under assumed names.
Kate is surprised at her old school teacher's new personality.
Herby Bates, who is sweet on Billie Jo, won't be seeing much more of her, he has just been drafted.
Homer plans to keep the Cannonball from making its Christmas caroling tour.
Billie Jo discovers that her late father wanted her to be a doctor.