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| Glenn Ford | Jason Sweet |
| Shirley MacLaine | Dell Payton |
| Leslie Nielsen | Col. Stephen Bedford/Johnny Bledsoe |
| Mickey Shaughnessy | Jumbo McCall |
| Edgar Buchanan | Milt Masters |
| Willis Bouchey | Frank Payton |
| Pernell Roberts | Chocktaw Neal |
| Slim Pickens | Marshal |
| Buzz Henry | Red |
| Pedro Gonzales | |
| Harry Woods | Cattle Rancher in Restaurant |
| Roscoe Ates | Town Loafer |
| Harry Harvey | General Store Proprietor |
| Tom Greenway | Rancher |
Sheep farmer Jason Sweet arrives in a small Western cattle town and promptly clashes with local tough guy Jumbo McCall . He also irks Stephen Bedford, a wealthy cattleman, with his advances toward Bedford's girlfriend, Dell Payton . With the entire town in an uproar over Sweet's behavior, Bedford arranges for Chocktaw Neal, a seasoned gunslinger, to shoot him down.
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