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A mysterious woman gunslinger, Ellen (Sharon Stone), saunters into the town of Redemption looking for revenge. Her father was killed by the town's sadistic mayor, Herod (Gene Hackman), who is in the midst of organizing a quick-draw tournament. The lady enters, joining a cast of miscreants and outlaws for a brutal competition in which the loser dies. Among the competitors is "The Kid" (Leonardo DiCaprio), an upstart who has his own score to settle with Herod.

In pre-Civil War Texas, naïve Karl Westover (Gary Busey) accidentally kills his brother-in-law, and heads to Mexico to escape the consequences. Along the way, he encounters Barbarosa (Willie Nelson), who is also on the run. Barbarosa teaches Karl survival skills for the desert — and how to rob. In their journey from Texas to Mexico and back again, the two men are captured by outlaw Angel Morales, and pursued by Don Braulio (Gilbert Roland), who wants Barbarosa dead.

A young bank robber gets a job on the Ponderosa to prevent the sheriff from finding the other members of his gang.

Barney orders Gomer and Otis to keep watch on Andy when an ex-con Andy sent to prison many years before returns to Mayberry.

Andy and Barney must figure out a way to prevent a farmer's goat who has eaten a load of dynamite from blowing up Mayberry.

Andy and Barney look forward to seeing their high-school sweethearts at the Mayberry Class of '45 reunion.

Rafe Hollister, a farmer with a golden voice, is chosen to represent Mayberry at a musical, but Mayor Stoner believes he looks too seedy. It is then up to Andy to make Rafe presentable enough.

Opie meets Arnold Winkler, a spoiled kid who teaches him how to manipulate Andy into increasing his allowance by throwing tantrums.