Charley Waite (Kevin Costner), a former gunman, and his long-time boss, "Boss" Speaman (Robert Duvall), are herding cattle using the practice of free-grazing on public lands as was common in 1882. Mose, a big but gentle man, and Button, a young Mexican, are helping them. A bad storm bears down on them as they near a town, so Mose goes to fetch supplies. When he fails to return, Charley and Boss go to investigate. They find him jailed and badly beaten by the sheriff (James Russo) and his men who hate free-grazers and want to teach them a lesson. They pay a fine to free Mose, then look for a doctor to treat his injuries. Charley falls for the doctor's sister (Annette Benning) despite himself. He's ashamed of his violent past. The sheriff's men and the herders continue to harrass each other, and violence mounts. Charley and Boss beat up on some of the sheriff's men who were tailing them. Meanwhile, Mose is killed and Button nearly killed. Tensions rise, leading to a climactic gunfight in the streets of the town.