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In 1867, outlaws Dude, Bull Run, Lengthy, Half Pint, Walrus, Jed, and leader James Dawson, who is known as Stretch, rob the bank in Rameyville and are pursued by a cavalry detachment. Jed is killed but the others manage to outride the soldiers. After dividing up their ill-gotten money, the outlaws head away from civilization across desert salt flats. The going is very rough and disputes break out among the men. Severely dehydrated, the outlaws eventually come upon a ghost town called Yellow Sky, where a woman named Mike surprises them and holds them at gunpoint but tells them of a spring nearby. Later, when Stretch tries to enter one of the abandoned houses, Mike again points a rifle at him and forbids him to go in. Stretch removes his gun belt, explaining that they only want to rest the horses for four or five days and that they need food. Stretch knocks Mike's rifle away but she socks him on the jaw, knocking him down. Mike's armed grandfather then emerges from the house and offers food for a night. Stretch warns the others to stay away from the house and from Mike, who he has learned was reared by Apaches. While the men bunk in an old saloon, Dude begins snooping around and Stretch goes looking for him. Stretch encounters Mike and tries to kiss her, but she fights him off, telling him that he smells. Although Dude tells Stretch that the old man has discovered gold nearby, Stretch still intends to move on. The next day, Stretch spruces himself up but discovers that Mike and Grandpa have disappeared into the foothills. After Dude persuades the other men to locate and take the gold, Stretch confronts him about the leadership of the gang. Their argument is interrupted when Mike shoots at Stretch and they realize they are pinned down. Waving a white shirt of surrender, Stretch approaches Mike and Grandpa while the others sneak behind them. Grandpa is shot in the leg and Mike surrenders. Back in the house, Stretch offers to make a deal, and the wounded Grandpa admits they do have gold. Mike is unwilling to give the men anything, but Grandpa suggests they split the $50,000 they have buried in the entrance to an old mine shaft. As Dude has a bad lung, he is assigned to guard Grandpa and Mike while the others start clearing the entrance to the shaft. Later, when Mike goes to the spring for water, Lengthy grabs her, but Bull Run intervenes. As a lesson, Stretch holds Lengthy's head under water for a long time. That night, after Stretch and Mike embrace, Stretch assures Grandpa that they that they will share the gold as promised. While Dude listens at a window, Stretch swears on a Bible that he will honor his part of the deal. Stretch and Mike then reveal their real names and he discovers she is really Constance May. As the men begin to recover the gold from the shaft entrance, they see a large group of Apaches in the distance. The Indians take over the town while the gang remains at the spring. Stretch goes into town to see what is happening and observes several Indians talking with Grandpa and Mike. When questioned, Grandpa claims the Apaches were merely seeking his help in resolving a problem on the reservation, and were unaware of the gang's presence. The next day, Stretch impresses upon the others that Grandpa and Mike must get their full share of the gold. However, Dude convinces the others to refuse the deal and shoots at Stretch, wounding him. Mike comes to Stretch's aid and takes him back to the ranch house. The gold-crazy Dude then tries to trick Stretch by saying he will now honor his deal with Grandpa and Mike. However, Dude draws his gun and starts shooting. Walrus and Bull Run join up with Stretch, but Bull Run is badly injured and dies. Half Pint then throws in with Stretch, who goes after Dude and the injured Lengthy. Dude is loading up his saddle bags with the gold when Stretch catches up with him. After a shootout, Mike finds Dude and Lengthy dead and Stretch wounded. After Stretch recovers, he, Walrus and Half Pint return every cent of the stolen money to the bank in Rameyville. When they return to Mike and Grandpa, Stretch presents Mike with a hat which he bought from a bank customer, and they all ride off together.