Asian samurai Yang (Korean superstar Jang Dong-gun) has a change of heart after slaughtering his enemy's family, and spares a newborn child. On the run from his master, he heads to America, where he finds a beat-down town that is home to freaks, circus performers, an old drunk (Geoffrey Rush), and a knife-thrower (Kate Bosworth). This spunky love interest soon becomes the student, with the wandering warrior passing along his knowledge so that she can enact revenge against scarred scumbag The Colonel (Danny Huston). As the master tracks the sound of the warrior's sword (literally), the samurai makes one final stand with the town to thwart The Colonel and his gang before they burn it all down. Soon enough, cowboys and ninjas meet in a duel to the death -- guns vs. katanas.