[4] The film's screenplay was based on Steve Fisher's short story The Fastest Gun that had previously provided the story for two other Westerns, Top Gun (1955) starring Sterling Hayden and Noose for a Gunman (1960) starring Jim Davis and Ted de Corsia as the villain, both for United Artists.

Cooper plans to settle down in Shelby to claim his recently deceased father's ranch and marry his old girlfriend, Helen (Merry Anders), the town's schoolteacher.

On the way to Shelby, he runs into his old gang, led by Spangler (de Corsia), who plan on not only robbing the town, but also burning it to the ground and having their way with its womenfolk.

Spangler believes his former friend Clint is himself intending to rob Shelby's bank full of money from large cattle sales.

He tries to warn the town of the impending robbery, but everyone except the sheriff, an old friend of his called Scotty (James Best), and old coot Dan Evans (Frank Ferguson), still hate Clint and want him to leave.