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Two friends hired to police a small town that is suffering under the rule of a rancher find their job complicated by the arrival of a young widow.

The tough friends and partners Virgil Cole and Everett Hitch arrive in the town of Appaloosa and they are hired as marshal and deputy by the local politicians with absolute power to rule the city. In their first assignment, they face the gang of the powerful rancher Randall Bragg, who had killed Marshall Jack Bell and his two deputies, and they kill three gunmen. When the refined piano player Allison French arrives in Appaloosa, she stays close to the needy Virgil and they decide to live together. Meanwhile one employee of Bragg offers to testify against his boss and Virgil and Everett bring him to court, where he is sentenced to death by hanging. While transporting Bragg in the train to be executed, two gunmen abduct Allie to force Virgil to release the criminal. Bragg escapes with his men and Allie through the desert, with Virgil and Everett on their tail.


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