Outlaw Kid Blue (Dennis Hopper) decides to give up robbing trains and go straight. Moving to the small town of Dime Box, Texas, under the name of Bickford Warner, he takes any honest work he can find. With the help of a preacher (Peter Boyle) and Reese Ford (Warren Oates), a friend he makes at the local factory, it seems that Bickford may finally be turning his life around. But for Bickford, hard work just may be too hard, especially when there are plenty of trains to rob.