In the dying days of the Old West, ex-outlaw Handsome Harry Holland is released from prison an old man. Barely recognizable, he heads to Bell City where he only interests children amazed at his gun handling skills. Holland goes for a drink at the saloon where four men are playing cards. One of them , Reggie Bell, is the no good son of the town boss. Reggie is cheating at poker as usual but no one dares speak. Holland joins the game and wins all of Reggie's money who gives an IOU to Holland. Holland tries to cash the IOU at the bank but the corrupt sheriff orders him out of town, at Reggie's orders. Undeterred, Holland forces the bank teller to honor Reggie's IOU but the sheriff prevents him from leaving town with the money. The sheriff draws on Holland who kills him in self-defense. Wounded by the deputies, Holland runs in the local hotel. A stand-off ensues, with Holland stuck in the hotel and the deputies unable to get him. Holland refuses to surrender to a fair trial. In his room, Holland has a traveling theatre actress as hostage who tends his wounds and reads Shakespeare to him. Frustrated, the town mayor and his council send for former lawman Sam Starret who's fast on the draw and can kill Holland. Unfortunately, Sam Starret is past his prime, is a hopeless drunk and lives in Mexico. One deputy goes to Mexico to hire Starret. Holland only has a few days to escape the hotel and leave town before Starret arrives.