Plot
Notorious outlaw Wes McQueen (Joel McCrea) breaks out of jail and heads off to the Colorado Territory to meet the man who arranged the escape, his old friend Dave Rickard (Basil Ruysdael). Along the way, the stagecoach he is riding in is attacked by a gang of robbers. When the driver and guard are both killed, McQueen kills or drives off the remaining gunmen, earning the gratitude of the other passengers, dreamer Fred Winslow (Henry Hull) and his daughter Julie Ann (Dorothy Malone). Winslow has bought a ranch sight unseen and looks forward to making his fortune.
McQueen arrives at the ghost town of Todos Santos, where Reno Blake (John Archer) and Duke Harris (James Mitchell) are waiting for him, along with Reno's part-Indian girlfriend, Colorado Carson (Virginia Mayo). After looking them over (and not liking what he sees), he heads off to a nearby town to meet an ailing Rickard, who asks McQueen to pull off one last big train robbery so they can both retire.
With the exception of Rickard, McQueen distrusts everybody else in the gang, including ex-private detective Pluthner (Harry Woods), who recruited Reno and Duke, and Homer Wallace (Ian Wolfe), the railroad informant. McQueen wants to go straight, but agrees to do the job out of gratitude and friendship.
While waiting for the robbery, McQueen decides to keep Colorado with him to avoid stirring up trouble between Duke and Reno. Although Colorado falls for him and tells him so, McQueen still dreams of marrying Julie Ann and settling down. When he visits the Winslow ranch, he finds it a poor, arid place. Winslow warns him that Julie Ann loves Randolph, a rich man back east. Winslow took her away because Randolph would never have married so far beneath him socially. McQueen, however, is undeterred.
The day of the robbery, a suspicious McQueen talks to Wallace's wife and discovers he has betrayed the gang for the reward money. Forewarned, McQueen uncouples the passenger cars in which the sheriff and his men are waiting in ambush, leaving them behind. Duke and Reno, as prearranged with Pluthner, also try to double cross McQueen, but he is prepared for them too. He gets the drop on them, takes the money, and leaves the pair handcuffed together for the sheriff to capture and later hang. He and Colorado go to split the money with Rickard, only to find Pluthner over the old man's dead body. McQueen kills him, but is shot in the shoulder.
A wounded McQueen heads to the Winslow ranch, where Winslow helps Colorado remove the bullet, even after he is told who McQueen really is and what he has done. McQueen overhears Julie Ann tell her father they should turn him in for the reward money. Winslow, though, lies to the sheriff and posse when they show up.
McQueen realizes he loves Colorado and asks her to marry him. They plan a new life in Mexico, but are found hiding out in Todos Santos. He gives her the money, telling Colorado to bury it (she leaves it near the collection box for the mission). McQueen drives off her horse so she cannot follow him, then makes a desperate dash for the border. He is trapped in a long-deserted cliffside Indian settlement, but is too good a marksman for his pursuers to rush him. Colorado eventually arrives on foot.
The sheriff comes up with a devious plan. After stationing an Indian sharpshooter, he and all but two of his men ride away to a (fictional) back entrance. As the lawman had hoped, Colorado grabs a gun from one of the men, orders them to walk away, and takes the two remaining horses to McQueen. He emerges and is wounded by the sharpshooter. When the posse returns, Colorado shoots back, and the two lovers die in a hail of gunfire.
The scene switches to Brother Tomas who is asked who brought new life to Todos Santos. He replies, "A happy couple who passed this way."
