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1882, New Mexico Territory. Virgil Cole (Ed Harris) and Everett Hitch (Viggo Mortensen) are itinerant lawmen, hired by desperate towns as Marshal and Deputy, respectively. The city fathers of Appaloosa hire them after Randall Bragg (Jeremy Irons), a newly-arrived rancher with money and a gang of thugs, disrupts commerce and kills three local lawmen. Cole and Hitch contrive to arrest Bragg and bring him to trial, but hanging him proves to be difficult. Meanwhile, a widow has arrived in town, Allison French (Renée Zellweger), pretty, refined, and good-natured. Virgil falls hard, and it seems mutual, but there may be more to Allison than meets the eye. Can friendship and skill with a gun overcome a pernicious villain and green-eyed jealousy?