Billy (Clint Eastwood) leads his ragtag crew of performers as they travel the countryside, putting on their bare bones Wild West show for sparse crowds. Billy's not an easy man to work for, and he and his bunch barely make a living, but they are pursuing their dreams. When Antoinette Lily (Sondra Locke), a snooty heiress abandoned by her husband, joins the group, their luck seems to run out, and Billy has to find a way to keep them together.