After leaving Dodge City, Bat Masterson takes a job as manager of the Palace Variety Theatre in Denver. There he has to wrangle an unruly cast of performers, including Emma Walter, a juggling virtuoso known as the Queen of Clubs. At first, Emma is openly skeptical of the new manager, mistaking Bat for a hot-headed gunslinger, but when Bat confronts the dangerous criminal Soapy Smith and protects the Palace without firing a shot, Emma starts to reconsider. Just as the unlikely pair begins to fall in love, Emma's juggling career is suddenly cut short by a seizure. Unable to stand the thought of being apart from Emma, Bat proposes on the spot. Life seems set for the Mastersons until Bat volunteers as a deputy on Election Day. When a gang engages in ballot tampering, and Bat is forced to draw his gun yet again, he begins to question his life as a gunslinger.

When Bat Masterson tries to help a stranger in distress, he suddenly finds himself staring down the barrel of a pistol. Red Pipkin, a delusional criminal, holds Bat's life in his hands. To buy some time, Bat convinces Red to share some stories from his outlaw days. Turns out, Red was part of a gang of train robbers led by the infamous Bronco Bill. Red was there when the gang was finally brought down by veteran lawmen Jeff Milton and George Scarborough in a hail of bullets. While Red is lost in the memories of his past, Bat makes his move.