Bickford Waner (Hopper), who has failed as a train robber, decides to go straight and get an honest job. He arrives in Dime Box, Texas to find work. He's befriended by Reese Ford (Oates) and his wife Molly (Lee Purcell). Molly seduces Bickford into getting herself pregnant and making her husband miserable, feeling betrayed by his best friend. Mean John (Ben Johnson), the sheriff, is right on top of the whole plot, recognizing Kid Blue for what he really is, in spite of his trying to change his character. Another friend that Kid Blue has is the town's preacher Bob (Peter Boyle), who does an excellent acting job.