Appaloosa, like many Old West towns, is as light on law and order as it is on population. This makes it ripe for abuse by a rich, powerful outlaw like Randall Bragg (Jeremy Irons), whose "boys" are allowed to drink the whiskey, use the whores, and take the livestock without consideration of recompense. 

 

Eventually, the town leaders become so fed-up with Bragg that they call in renowned gunman Virgil Cole (Ed Harris) to be their marshal. Cole is accompanied by Everett Hitch (Viggo Mortensen), his constant companion for many years. Cole drives a hard bargain but the men who run Appaloosa are eager to rid themselves of Bragg and his gang.

 

The standoff begins with three of Bragg's men dead, followed by a cat-and-mouse game between the lawman and the gangster that leads to, but does not culminate in, Bragg being arrested and spirited away from his ranch in the middle of the night. 

 

Meanwhile, there's a new woman in town. Allie French (Renée Zellweger), who declares herself to be widowed and not a whore, has her eye on Virgil, but that doesn't stop her from showing interest in Everett. In fact, she seems more attracted to power than men, as becomes apparent whenever she comes in contact with a new top dog.