The Sheriff of New Hope (Douglas Kennedy) and his men evict Ernie and Pearl Packer (Andy Albin and Colleen Gray) from their home saying Colonel Bliss (Telly Savalas) will pay for the moving wagon. As the townspeople watch, Ernie asks if the Colonel is paying the Sheriff too, draws a gun in resistance, and is shot dead. The wagon leaves town with Pearl, Ernie's body and their things, accompanied by local woman Gina Larsen (Brenda Scott) who will take Pearl to relatives in the next town. Outside town, Trampas and Randy Benton come across the dejected Pearl sitting in the wagon and nearby they find Gina burying Ernie. Pearl drives off and the two cowboys give Gina a lift back to town. They tell her they are there to pick up some Arabian horses from Colonel Bliss for Judge Garth. In town Colonel Bliss and his son Lem (Buck Taylor) visit the restaurant and wine bar owned by Gina's father Eric (Robert F. Simon). The Colonel tells him that he and all the townsfolk are squatters on his land and have to leave. He also discusses having Lem marry Gina. Eric says he and his immigrant friends do not believe in violence and killing but that Eric Packer had provocation. He also reveals he is fighting the Colonel in the Supreme Court over the land claims. After the Colonel leaves, two townsfolk visit Eric and council armed resistance but he refuses to consider the idea. Trampas and Randy come to town with Gina and meet Eric. He tells them of how the Colonel sold them desert land for $4.00 an acre four years before, saying they will not have to pay for four years. In the intervening time they had dug irrigation canals, turning the land into excellent land worth $100.00 an acre. The Colonel was now reneging on the deal and had bribed local officials. Trampas also councils Eric to fight back but he refuses. Gina tells them armed resistance would only make matter worse and asks them to leave. They go to get the horses from the Colonel and Trampas' distaste for the Colonel and his actions, and his growing love for Gina is revealed and he tells the Colonel he will be staying with Eric and Gina in town. The Colonel visits Gina and tries to get her to marry Lem, offering large amounts of money and a stop to the evictions, but she refuses. Trampas and Randy take the horses to the train for shipment and the Sheriff forces them to leave too but Trampas, against Randy's council, jumps off the train and returns to New Hope on foot. He arrives at the Larsen's just in time to find Lem trying to kiss Gina against her wishes. He intervenes and beats Lem up. Trampas and Gina begin a romance but she tells him he must leave or he will be killed. He gives her an extra gun for protection and leaves the household. Later she tells her father she loves Trampas and tells Eric he should leave town too but he refuses. The next day only three of the townspeople and Trampas are initially willing to take up arms to fight the Colonel. However, Trampas manages to get others who are leaving town, to join them in the fight. Meanwhile, The Sheriff, Colonel Bliss, Lem Bliss and their men confront Eric who they want to evict. Eric refuses to leave and the Sheriff will not shoot an unarmed man. Lem Bliss has no such compunction but before he can do so he is shot and killed by Gina who in turn is killed by the Sheriff's men just as Trampas arrives. Eric and Trampas are devastated by Gina's death and the Colonel leaves with Lem's body telling everyone he gives up his claim to the town and land as with his son's death he has no need for it. At Gina's funeral, Eric tells Trampas the people are grateful to him and Trampas reveals he feels guilty for giving Gina the gun. Eric says all three did what they had to do and that the townsfolk are now "Men with Guns." Both agree they hope the killing will eventually end and Trampas leaves.