Howard Kemp (James Stewart) has been tracking killer Ben Vandergroat (Robert Ryan) for a long time. In the Colorado Rockies, he teams up with prospector Jesse Tate (Millard Mitchell) and former Union soldier Roy Anderson (Ralph Meeker). Thinking Kemp is a sheriff, they agree to help for a small fee. When they catch Vandergroat, he tells them Kemp is pursuing a $5,000 bounty. After demanding equal shares, the uneasy alliance heads for Kansas as Vandergroat tries to turn them against each other.