Outside of the small town of Big Whiskey, Little Bill is building a domesticated 'dream house' by a river - he is an inexperienced, incompetent carpenter and while hammering on the roof, he strikes his thumb: "I did practically the whole damn thing myself...I'm building a porch here so I can sit in an evening and smoke my pipe, drink coffee and watch the sunset." Skinny is disturbed that his "humpin'" whores have "squirreled away" reward money and are "telling every bow-legged one of 'em that they're paying a thousand dollars to whatever son-of-a-bitch kills the two boys that cut up Delilah." But Skinny is not willing to have Little Bill run off his livelihood, rather than "them two cowboys."

Munny, who has forgotten all his former skills as a killer and hero, rides by the place of his black friend Ned Logan (Morgan Freeman) - another reformed dirt farmer, with his Indian companion Sally Two Trees (Cherrilene Cardinal). He enlists his former partner's reluctant aid to pursue his old ways and split the take "three ways" with the Kid:

Ned: Hell, Will. We ain't bad men no more. S--t, we're farmers.
Munny: Should be easy killing them, supposing they don't go on down to Texas first.
Ned: How long has it been since you fired a gun at a man, Will? Nine, ten years?
Munny: Eleven.
Ned: Easy, huh? Hell, I don't know that it was all that easy even back then. And we was young and full of beans. I mean, if you was mad at 'em, Will, I mean. If they'd done you some wrong, I could see shooting 'em.
Munny: We done stuff for money before, Ned.
Ned: Yeah, we thought we did. All right, so what did these fellas do? Cheat at cards? Steal some strays? Spit on a rich fella - what?
Munny: No, they cut up a woman.
Ned: What?
Munny: (repeating the litany he heard from the Kid) Yeah, they cut up her face, cut her eyes out, cut her fingers off, cut her tits, everything but her cunty, I suppose.
Ned: I'll be dogg-. Golly, I guess they got it comin'. 'Course, you know, Will, if Claudia was alive, you wouldn't be doin' this.

Sally Two Trees gives Ned "the evil eye" as they depart, knowing what Munny used to be before he changed - "a no-good son-of-a-bitch." On their journey to catch up with the Kid, they are both out of practice sleeping out under the stars:

Munny: I got to get used to my bed. This ain't gonna be like no home.
Ned: Uh-huh. That ain't the only thing I'm gonna be missing, I'll tell ya.

Around the campfire, Munny reminisces with his old colleague about when he "was one crazy son-of-a-bitch" and how he has nightmares of his past crimes. But now he claims that he has become fully human like everyone else, and only wants the reward money to better the life of his son and daughter:

Munny: ...I ain't like that no more...I ain't the same, Ned. Claudia - she straightened me up, cleared me of drinkin' whiskey and all. Just cause we're goin' on this killing, that don't mean I'm gonna go back to bein' the way I was. I just need the money, get a new start for them youngsters...Ned, you remember that drover I shot through the mouth and his teeth came out the back of his head?...I think about him now and again. He didn't do anything to deserve to get shot, at least nothin' I could remember when I sobered up....Yeah, no one liked me. Mountain boys all thought I was gonna shoot 'em out of pure meanness...
Ned: Well, like I said, you ain't like that no more.
Munny: That's right. I'm just a fella now. I ain't no different than anyone else no more.

A train brings an egotistical, pompous and dominating railroad worker named English Bob (Richard Harris) to Big Whiskey. He is another professional, fast-drawing, fearsome gunslinger (and British dandy) gunning for the bounty reward, best known for shooting unarmed Chinese ("he's the one who works for the railroad shootin' Chinamen"). He is joined by his bespectacled, pulp biographer/journalist W. W. Beauchamp (Saul Rubinek) who is writing Bob's dime-store vanity novel. As their open carriage takes them to Big Whiskey, they ignore a posted sign that Little Bill Daggett has banned guns from the town:

No FIRE ARMS in BIG WHISKEY ORDINANCE 14
Deposit PISTOLS & RIFLES
COUNTY OFFICE

Deputy Andy Russell (Jeremy Ratchford) spots the six-shooter on English Bob's hip as he descends from the coach, so he cautions them about the town's ordinance:

Pardon me, Gentlemen, the local ordinance obliges you to surrender all side arms to the proper authorities for the duration of your visit.

Bob denies having a firearm although it is clearly visible: "We rely upon the good will of our fellow man and the forbearance of reptiles."

Back in the Sheriff's office with a huge stag's head mounted on the wall, Andy alerts his fellow deputies - Charley Hecker (John Pyper-Ferguson), Fatty Rossiter (Jefferson Mappin), and one-armed Clyde Ledbetter - about the lawbreaker. The men load their guns, nervously arm themselves and fearfully talk about the pain of getting shot. They also discuss their boss's legendary exploits in rough, mythic towns ("Little Bill come out of Kansas and Texas, boys. He worked them tough towns"), his cool, non-chalant attitude about the "killers" in town, and his eccentric construction of a house without any sense of proportion:

Fatty: If I'm gonna get shot, I'd rather it's hot than cold. Everything hurts me more when it's cold. You know, how if you hit your thumb and it's cold...if you were to get shot, Andy, would you like it better on a hot day or a cold day?...
Clyde: You know, he [the Sheriff] don't have a straight angle in that whole god-damned porch, or the whole house for that matter. He is the worst damn carpenter.

As English Bob emerges from a barber shop, guns and pistols are cocked on his every side. The Sheriff has been summoned by his deputies to confront the notorious English Bob for carrying firearms. The two exchange a few personal humiliations about their shady histories:

Little Bill: It's been a long time, Bob. You run out of Chinamen?
English Bob: Little Bill, well I thought you was, well I thought that you were dead. I see you've shaved your chin whiskers off.
Little Bill: I was tastin' the soup two hours after I ate it.
English Bob: Well, actually, what I heard was that you fell off your horse, drunk, of course, and that you broke your bloody neck.
Little Bill: I heard that one myself, Bob. Hell, I even thought I was dead till I found out it was just that I was in Nebraska.

Beauchamp knows of the notorious Daggett "from Newton, Hayes? From Abeline?" The deputies re-cock their rifles when Beauchamp reaches into his canvas shoulder bag to prove that he is a writer of books. Out of sheer fear toward the reality of western violence, the romantic biographical storyteller wets his pants - a loud trickle of urine drips into a pool at his feet, as he trembles: "It's only a book." The single-minded Sheriff is determined to run his town free of firearms - or peacemakers. He refuses to have Big Whiskey turn into another free-for-all Abeline: "We don't like firearms around." After one of English Bob's guns is confiscated, Daggett insults English Bob's character by mispronouncing the title of Beauchamp's biography of him: The Duck of Death. Bob's second smaller gun, a .32 is also removed from his left side.

Now unarmed and deflated in front of the entire town and his own flack/biographer, English Bob is savagely and repeatedly kicked and pummelled in the face and body on the ground until he's a vanquished, bloody pulp by the sadistic, bullying Sheriff. Daggett makes him an example and warning to others from out of town who might want to claim the reward. After the severe beating, however, Little Bill appears tired, shocked, and embarrassed by the crowds that have gathered to watch him expend his violent energy:

I guess you think I'm kickin' you, Bob. It ain't so. What I'm doin' is talking. You hear? I'm talking to all those villains down there in Kansas. I'm talking to all those villains in Missouri. And all those villains down there in Cheyenne, and I'm telling them there ain't no whores' gold. And even if there was, well, they wouldn't want to come lookin' for it, anyhow. What are you all lookin at? Go on! Get out of here! Scoot! Go on, mind your own business.

As Ned and Will pursue the Kid on horseback, Munny describes his non-existent sex life:

Munny: A man like me? The only woman a man like me can get is one he'd have to pay for. That ain't right, buyin' flesh. Claudia, God rest her soul, would never want me doin' something like that, me being a father and all.
Ned: So, you-you just use your hand?
Munny: I don't miss it all that much.

Wild shots are fired at them from up ahead under a tree, and Munny is painfully thrown from his horse to the ground, admitting: "I bumped my head fallin' off my horse." But then the gunshots stray in another direction away from them: "He's shootin' way over yonder. What the hell's he shootin' at over there?...He's shootin' up the whole horizon, Will." Munny calls out for the Kid to quit shooting at them and receives assurances, and then chases his horse for "a damned mile." The young boy is dangerously unpredictable and trigger-happy, and claims he is shooting at them because Munny has a partner: "Wasn't nothing said about no partner, Will...My guess is you come to kill me. We never talked about no other fella." The Kid is hostile toward Ned about sharing their bounty until Munny bluffs that he refuses to go without Ned ("He's my partner. He don't go, I don't go"). After an argument, the insecure youngster agrees to split the reward "three ways" and the three ride off together.

On their way, they discover that the Kid is severely disabled - he has a case of myopia or nearsightedness - he cannot recognize distant objects (clouds, a non-existent hawk in the sky, and "a scrub oak yonder") - he can only "see fifty yards."

While the beaten and bloody English Bob and Beauchamp are incarcerated in the Sheriff's jail, Daggett mocks the heroic exploits of the gunfighter's history as told by eyewitness accounts in Beauchamp's pulp-fiction writing: "Did you kill all seven of them dead or did you just wing some of them?...But seven of them, boy, and you protecting that woman and all that. How in the hell did you do that?" In the publishing business, Beauchamp does admit to taking "a certain liberty when you're depicting the cover scene. It's for reasons involving the marketplace, etcetera."

Little Bill obliterates the mythic, poetic story written about the western iconic figure of "the Duke" (or Duck), ignoring the correct pronunciation of English Bob's name, and disclosing the hero as a cowardly, incompetent, and lucky gunfighter. Little Bill's eye-witness account, about English Bob's killing of Corky Corcoran - an unarmed man, debunks English Bob's past heroics [the tale also links Corcoran's gun to his male organ, one of film's several instances that equate masculinity and violence]:

Daggett: Uh, Mr. Beauchamp, I was in the Blue Bottle Saloon in Wichita on the night that English Bob killed Corky Corcoran, and I didn't see you there, nor no woman. No two-gun shooters. None of this.
Beauchamp: You were there?
Daggett: Yeah, I was there. First off, Corky never carried two guns, though he should have.
Beauchamp: Now he was - he was called Two Gun Corcoran.
Daggett: Yeah, well a lot of folks did call him Two Gun, but that wasn't because he was sportin' two pistols. That was because he had a dick that was so big it was longer than the barrel on that Walker-Colt that he carried. And the only insultin' he ever did was stick that thing of his into this French lady that English Bob here was kind of sweet on. You see, the night that Corky walked into the Blue Bottle and before he knows what's happenin', Bob here takes a shot at him, and he misses because he's so damned drunk. Now that bullet whizzing by panicked old Corky and he did the wrong thing. He went for his gun in such a hurry he shot his own damn toe off. Meantime, Bob here, he's aimin' real good and he squeezes off another. But he misses 'cause he's still so damned drunk, and he hits this thousand dollar mirror up over the bar. Now, the Duck of Death is as good as dead because Corky does it right. He aims real careful, no hurry, and BAM!! The Walker-Colt blew up in his hand which was a failin' common to that model. You see, if old Corky had've had two guns, instead of just a big dick, he would have been there right to the end to defend himself.
Beauchamp: Wait a minute. You mean that English Bob killed him when he didn't even have...
Daggett: Well, old Bob wasn't gonna wait for Corky to grow a new hand. No, he just walked over there real slow, 'cause he was drunk. Shot him right through the liver. (Pop)

Around another campfire scene that evening, Ned, the Kid, and Will bed down for another night, complaining about the lack of comforts with rain threatening:

Ned: Damn! I don't like rocks all over my dad-gum back. I sure do miss my bed.
Will: You said that last night.
Ned: No, last night, I said I missed my wife. Tonight I just miss my dad-gum bed.
Will: You'll miss your dad-gum roof here in a while, I suppose.

The Kid inquires about stories that have been spread about Will's past in Jackson County: "There's two deputies up close pointin' their rifles right at you. Had you dead to rights. You pulled out your pistol and blew 'em both to hell. You only took a scratch yourself. Yeah, Uncle Pete says he never seen nothing like it, shootin' your way out of a scrape like that." But Will "don't recollect" his unwritten legend and hastens to forget it. The Kid boasts of killing five men to bolster his own reputation: "That's includin' the Mexican, he come at me with a knife."

Back in the jail, Beauchamp has been released and sits at the Sheriff's desk. He writes a revised, unglamourized, truthful version of the Duke's tale, by adding some of Little Bill's wisdom (about surviving by being "cool-headed" and not necessarily by being the fastest gun in the West):

Look son, being a good shot, being quick with a pistol, that don't do no harm, but it don't mean much next to being cool-headed. A man who will keep his head and not get rattled under fire, like as not, he'll kill ya...It ain't so easy to shoot a man anyhow, especially if the son-of-a-bitch is shootin' back at you.

To prove his point, the crafty, controlling Little Bill plays a clever game of cat and mouse - he lays his pistol on the desk and dares Beauchamp: "Now, there's the key. All you've got to do is shoot me, and you and Bob can just ride on out of here free as birds." The tenderfoot journalist is coached to cock and point the pistol and then pull the trigger. Unsure of what to do, he backs over to the jail cell and is challenged to give the gun to English Bob. Although tempted to reach for it, English Bob declines, inevitably saving his life when the first bullet chamber is revealed to be empty: "You were right not to take it, Bob. I would have killed you."