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|Frank Sinatra||Dingus Billy Magee|
|George Kennedy||Herkimer 'Hoke' Birdsill|
|Anne Jackson||Belle Nops (mayor of Yerkey's Hole)|
|Lois Nettleton||Prudence Frost (schoolteacher)|
|Jack Elam||John Wesley Hardin|
|Michele Carey||Anna Hot Water|
|John Dehner||Brig. Gen. George|
|Henry Jones||Rev. Green|
|Harry Carey Jr.||Charles Stuart|
|Paul Fix||Crazy Blanket (Anna's father)|
Hoke Birdsill rides into Yerkey's Hole demanding the law take action because Dingus Magee has robbed him. There is no law, so the mayor, Belle, who also runs the town's bordello, sees to it that Hoke becomes the new sheriff.Dingus keeps getting away with his crimes, helped by Anna Hot Water, his young Indian companion. But when he tries to steal from Belle, he finds Hoke has beaten him to it. Hoke enjoys being on the other side of the law, so Dingus turns the tables, becoming sheriff to go after him.After being rivals for so long, Dingus and Hoke eventually team up, burning Belle's brothel to the ground.