Former outlaw Link Jones (Cooper) travels from his small town to Crosscut Texas to catch a train to Fort Worth to hire the town's first schoolteacher. When his train stops for fueling on the way, they are set upon by armed robbers but the train escapes leaving behind Jones, the fast-talking gambler Sam Beasley (O'Connell) and saloon singer Billie Ellis (London). They start walking and eventually reach a place that Link knows well: the farmhouse where he once lived. There he finds the men who robbed the train and their leader, his uncle, Dock Tobin (Cobb), who wants Link to return to his old ways and re-join the gang, which consists of some of Link's cousins. Link has no interest in doing so and has to find a way out for himself and his two companions, knowing the gang are untrustworthy killers.