Outlaws led by Dan Whelan come to Dodge City looking to kill Matt Dillon, who is out of town. They attack Newly and Festus, and throw them into jail. The outlaws take over Dodge City, robbing the bank and citizenry. They come to grief when they invite Kitty Russell into a poker game.

Festus Haggen and Newly O'Brien meet an old friend of Festus, Jesse Dillard, an African-American cattle drive cook. Their confab is interrupted by U. S. Marshal Halstead, who has a warrant for Jesse's arrest, charging him with jail break. Jesse goes along peaceably, explaining that he killed his employer for shorting his wages and for a racially motivated flogging. Instead of the normal sentence of six to twelve months, Jesse had been given ten years at hard labor because of his race. Pete Murphy and a few drovers try to rescue Jesse, accidentally shooting the marshal. Dave Carpenter, the owner of the herd and Jesse's boss, rides in with the rest of the drovers to save Jesse from the marshal, who soon dies. Festus is conflicted between his sense of duty and his loyalty to Jesse.