A cocky young man from Tennessee, Lot McGuire [Chad Everett] travels to a rough frontier town determined to back up his claim that he’s the fastest gun there is. He openly declares that if a man is second best, he might as well be dead, a boast that sets his fate on a collision course with the town’s legendary lawman, Marshal Dan Blaine [Glenn Ford]. The pair’s first encounter seems almost accidental: McGuire happens upon a man fishing and they share a light moment, only for McGuire to realize he’s speaking to Blaine, the very man he intends to challenge. Surprised and wary, McGuire backs away from a possible easy rapport, knowing that Blaine’s reputation means a duel with very high stakes.
Brothel owner Lisa Denton [Angie Dickinson] is deeply drawn to Blaine, harboring affection and a desire for marriage, and she will go to great lengths to make that happen. Her plan hinges on removing Lot McGuire from Blaine’s path, so she hires a down-and-out drifter, Scarnes [Jack Elam], to kill McGuire. The backstory between Blaine and Scarnes adds a layer of history to the plot: they once did time together for a bank robbery, and since Blaine turned his life around to become a lawman, Scarnes embodies the old danger Blaine has chosen to leave behind.
Over the ensuing days, Blaine and McGuire engage in several conversations that reveal more about McGuire’s true nature. Blaine grows to believe that McGuire isn’t inherently evil; rather, he’s a man who wants to be feared in the gunfight world to gain notoriety. Blaine warns him that taking him on would force a deadly showdown, and not necessarily to the benefit of law and order—other troublemakers could be drawn to town if Blaine appears weak or uncertain.
The danger outside town intensifies when Scarnes ambushes McGuire, destroys his horse, and is eventually gut-shot in a shootout. In his dying hours, Scarnes reveals the truth: Lisa Denton hired him to eliminate McGuire. Lisa’s plans come under brutal scrutiny, and she admits her love for Blaine while urging Lot to depart. Lot, however, refuses to abandon his chosen path.
With the threat resolved only by a climactic confrontation, Lisa pulls out a Derringer and prepares to kill McGuire, a move that prompts Blaine to intervene and confiscate the weapon. The final showdown takes place not in the street but inside the town’s bar. McGuire draws first, wielding his revolver in a reverse orientation, and Blaine responds with quiet precision, shooting him through the chest. McGuire dies with his eyes open and speechless, a stark end to his bid for fame.
Blaine discovers a non-fatal wound on his side, and in the aftermath, the next day, he makes a striking, symbolic gesture. As McGuire’s casket is lowered into the ground, Blaine removes his gun and holster and pitches them into the grave, effectively renouncing the life he once led. He rides out of town, gunless, while Lisa stands in the saloon doorway, tears streaming down her face as she watches him depart.
