Gunfighter Frank Talby rides into Clifton in search of a former partner who cheated him of $50,000. He befriends Scott, a youth whose illegitimate birth has made him the town underdog, and invites him for a drink at the saloon. One of the patrons objects to Scott's presence, and Talby shoots him in a gunfight, winning Scott's adulation. Intent on learning the gunfighter's lessons, the youth follows Talby away from Clifton on a donkey borrowed from Murph, a stable hand who once was marshal of Abilene and has been Scott's only friend among the townspeople. The two men find Talby's former partner, but he is unable to repay the debt, having been swindled himself some years before by the prominent citizens of Clifton. Talby outdraws his partner and returns to Clifton with Scott, whom he hires as an assistant and provides with a pair of guns. Together they take control of the town, extorting money from the bank president and the saloon owner and emerging victorious from a series of gun battles. A gunman hired by the guilty citizens to assassinate Talby is killed by him in a rifle duel. Murph in vain warns Scott that Talby has purposely provided him with inferior guns to maintain his superior position. Murph becomes the town marshal and is heartlessly gunned down by Talby. Scott claims the inheritance left him by the old man--a gun that once belonged to Doc Holliday--and challenges Talby to a duel. Scott outdraws and wounds Talby; and remembering the gunfighter's admonition never to allow a wounded man to live, kills him and then throws his gun away.