Somewhere in the vicinity of the dusty Arizona burg of Integrity lies a fortune in stolen gold, buried at a desert waterhole by three confederates. Zeroing in on the hidden wealth is conniving gambler Lewton Cole (James Coburn), who's armed with a promising map, riding a stolen horse, and pursued by a less-than-law-abiding sheriff (Carroll O'Connor). And adding to the green, corruption and lawlessness is a wonderfully misfit collection of additonal treasure-seekers, including the original thieves and an army cavalry troop – all intent on claiming the loot. Will they all converge on Waterhole #3 at the same moment? A boisterious Western comedy that rolls through the rowdy Old West like a prairie twister.