A mission to escort a beautiful Mexican countess (Denise Darcel) to the port of Vera Cruz unites Ben, a Civil War veteran (Gary Cooper), and Joe, a man on the run (Burt Lancaster). The genteel Ben and fast-talking Joe make an unlikely team as they dodge a band of outlaws and their leader (Ernest Borgnine). But once the two discover they're escorting a fortune in gold, it's every man for himself.