It's 1912 and the patron's of 'The Last Chance Saloon' have gathered for their evening of whiskey to contemplate their lost faith and dreams, when Hickey (Lee Marvin) arrives. Hickey is out to convince everyone that he can help them all find peace of mind by ridding them of the foolish dreams and by bringing them back to reality. Hickey is working especially hard on Larry Slade (Robert Ryan) a former anarchist who has lost his will for life and is awaiting the eventuality of death. Larry is not affected by the cajolings of Hickey but his young companion Parritt (Jeff Bridges) is strangely affected and this leads to revelations about his own mother and feelings of betrayal and loss. As the night wears on the mood changes as everyone has the their faith and dreams slowly destroyed by Hickey. As the anger builds everyone turns on Hickey about his wife and the iceman. This leads to more revelations and with Hickey having the faint questioning of his own new found convictions.

Robert Ryan, knowing he was going to die of cancer soon, agreed to play the part of Larry Slade, a character who knows he's going to die soon (Ryan died before the film was released).