Lincoln, New Mexico's sheriff, Pat Garrett (Thomas Mitchell), hears that his penniless old gunslinging gambler friend and former partner-in-crime, Doc Holliday (Walter Huston) is searching for his stolen horse, Red. Garrett directs his friend to the local dentist's office. There Doc finds Red tied up outside and confronts the man who comes to claim the horse.

William Bonney (Jack Buetel), an infamous gunslinger known as Billy the Kid, maintains that he bought Red from a stranger. Doc insists that he stole him. Despite their disagreement, Doc takes Billy's side when Garrett tries to arrest him for theft. Annoyed, Garrett orders Doc and the smooth-talking, quick-fisted Billy to leave town by sundown. Doc and Billy, however, ignore Garrett's command and play cards together in the cantina.

Later, as Billy is about to settle down next to Red, he is shot at by an unseen assailant. In the darkness of the barn, Billy overpowers his attacker, who turns out to be a beautiful woman named Rio McDonald (Jane Russell).

The next morning, in the cantina, Billy is approached by a stranger. Sensing a set-up, Billy draws his guns one second before the stranger does and kills him. Doc advises Billy to flee, but Billy insists on facing the sheriff, and is shot by Garrett. Doc takes Billy to recuperate at Rio's house, unaware that Rio, his girl friend, had previously tried to kill Billy.

Rio and her aunt Guadalupe (Mimi Aguglia) nurse Billy until he is recovered. Doc returns and learns that Rio loves Billy, and is angered by Rio's change of heart. Doc is even more infuriated by Billy's continued insistence that Red is his horse. To resolve the matter, Billy offers Doc a choice between Red and Rio. Doc quickly picks Red over Rio, and the two men ride off toward the desert together. They see Garrett approaching in the distance.

Garrett arrests Doc, while Billy sneaks into Rio's house and takes her by surprise. Later, on the trail, Doc and Garrett find Rio tied between two rocks, abandoned with no water. Confident that Billy will return to free Rio, Doc and Pat lie in wait for Billy, who shows up the next morning and is apprehended.

A hostile Indian group sends smoke signals announcing the white men's presence. Pat, Billy and Doc head for nearby Fort Sumner, but are soon overtaken by the Indians. Reluctantly, Pat gives Billy and Doc guns, and the three men charge madly for the fort, chased closely by the Indians. By dragging cacti behind them, the men create a moving dust storm, which causes the Indians to give up their pursuit.

While the men stop at a house to rest, Pat gives owner Pablo (Julian Rivero) a note to deliver to the Fort Sumner marshal. Overhearing Pat and Pablo's conversation, Doc is about to flee on Red when he is stopped by Billy, who insists once more that the horse belongs to him. Billy challenges Doc to a duel over Red, and although Billy outdraws Doc, he is unable to shoot him. Annoyed by Billy's sudden passivity, Doc shoots the youth's hand and then his earlobes. Stating that Doc is the only partner he has ever had, Billy refuses to fight back, however, and the two men finally reconcile. Humiliated by Doc's obvious preference for Billy, Pat explodes with anger and shoots Doc.

The next morning, after a remorseful Pat and Billy bury their friend, Pat allows Billy to leave. As he is about to ride off, Billy invites Rio to join him, and Rio happily accepts.

A 1943 American Black & White Western film produced & directed by Howard Hughes, written by Jules Furthman, cinematography by Gregg Toland, starring Jack Buetel, Jane Russell, Thomas Mitchell, Walter Huston, Mimi Aguglia, Joe Sawyer, Gene Rizzi, and Dickie Jones.

Howard Hawks served as an uncredited co-director, and Ben Hecht worked as an uncredited writer.

Notable as Russell's breakthrough role to becoming a sex symbol and Hollywood icon. Later advertising billed Russell as the sole star.

After the film was completed in February 1941, Hughes faced difficulty obtaining approval from the Hollywood Production Code Administration because of the film's display of Russell's breasts. The Code office ordered cuts, and Hughes reluctantly removed footage that prominently featured Russell's bust. However, 20th Century Fox cancelled its agreement to release the film as a result.

Facing the loss of millions of dollars, Hughes sought to create a public outcry for his film to be banned. Hughes had his managers call ministers, women's clubs and housewives, informing them about the purportedly lewd film soon to be released. This caused the public protests and calls to ban the film for which Hughes had hoped in order to establish a demand for the film's release.

It opened February 5, 1943 at the Geary Theatre in San Francisco without the Hays office purity seal but with the Production Code seal of approval.

While not for everyone, this early example of a psychological Western is engaging with a unique "world" of its own. The four main performers are riveting.