The film was written by Nicholson himself and directed by the famous Monte Hellman. A group of cowboys, Vern (Mitchell), Wes (Nicholson) and Otis (Filer), unwittingly hole up for the night at the remote hide out of a gang of outlaws led by Blind Dick (Stanton). When the wake in the morning, they find themselves surrounded by a vigilante hanging party. Accused of crimes they did not commit, they end up fugitives on the run due to a case of mistaken identity.