This tale of the Old West (let's avoid the term western) works on many fronts. It blends the expected violence with pathos, romance, and even comedy.

The film opens with four cow hands (Robert Duvall as Boss; Kevin Costner as Charlie Waite; Abraham Benrubi as Mose, the gentle, boy-like cook; and Diego Luna, as Buttons, a 16 year old Spanish kid that has been taken in by the older cowboys) pushing a cattle herd. After a hard rain, Boss determines that Mose needs to go back to a town they passed and get extra supplies. When he fails to return, the two older men go after him. They find he has been beaten by a local rancher's men and then arrested for starting the fight. Going to the jail, they confront the corrupt town marshall (James Russo) and the rancher (Michael Gambon), who has a stranglehold on the town and a dislike for open range cattlemen. Mose is released and taken to a doctor (Dean McDermott), where the men also meet the doc's sister (Annette Bening), whom they initially mistake for his wife. Romance blooms! The men head back to the range, but are confronted by hooded riders and disaster that sends them on a path of revenge. Charlie's history as a former gunfighter slowly surfaces as he plans out the impending shootout.