Jim feels duty bound to warn the Mayor - Randolph Wilker (Martin Balsam), who is disbelieving, and thinks that the sheriff is causing unnecessary panic, especially since he’s hoping to get re-elected and hopes to take over the governor’s seat (the film is apparently set in New Mexico soon after it gained statehood); instead, he thinks that Jim ought to hand over his badge and move on - this Jim does willingly. Flagg is treated like an old relic, out of place in the changing, more modern time, given the hero’s farewell, his send-off is orchestrated by Wilker who is in a tearing hurry to see him go; Peabody, a bumbling sycophant replaces him, just as Jim thinks he ought to take matters into his own hands, and leaves Progress.
Riding out to meet McKay on his own, Jim is acquainted with the new reality that McKay is no longer boss; instead he is himself a member of a gang of much younger outlaws - who incidentally, capture Flagg. The new leader is a young outlaw names Waco (David Carradine), who makes no bones of the fact that he thinks McKay’s days as boss are over, and it is he whose command must be obeyed.
Waco orders McKay to shoot Jim Flagg, despite their legendary enmity and having been on the opposite side of the law, the two men decide to stick together and McKay refuses to do Waco’s bidding. Waco and his buddies are certain that the train heist (they plan to loot cash coming for the bank in Progress) - will go wrong because Flagg will throw a spanner in the works - so, they abandon the two men, who on their own, with grudging admiration for each other - decide to save the town of Progress. This doesn’t stop them for beating each other up and coming to fists - kind hearted Grundy tears them apart and brings them to a boarding house run by Mary (Lois Nettleton), a friend of Jim. When they witness a young, wet-behind-the-ears outlaw shooting a man in his back, the two old timers are saddened that there is no ‘honor among thieves’. How do they stop the robbery from happening ? What can a bunch of oldies do against such a robbery group ?
The film touches upon more profound themes like the replacement of aged experience with the cocksureness of youth, the importance of principles, irrespective of which side of the law you were on and that the expediency of the young whilst dealing with anachronisms like themselves, is nothing but a myopic lack of sight on the part of the town’s mayor and elite.