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Marshal Flagg, an aging lawman about to be retired, hears that his old nemesis, the outlaw McKaye, is back in the area and planning a robbery. Riding out to hunt down McKaye, Flagg is captured by McKaye's gang and finds out that McKaye is no longer the leader of the gang, but is considered just an aging relic by the new leader, a youngster named Waco. Waco orders Mackaye to shoot Flagg, and when Mackaye refuses Waco abandons both of them. Flagg then takes Mackaye back to town only to find out that he has been "retired", and when he sees how clueless and incompetent the new marshal and the city fathers are, he persuades Mackaye that it is up to the two of them to stop Waco and his gang from ravaging the town.