 The Old West meets the Twilight Zone as a band of desperadoes led by Blackjack Britton (Eric Roberts), on the run after a failed robbery, ride into the town of Refuge. It is immediately noticeable that something is different as the town marshal (Sam Shepard) doesn t carry a gun and the gang is offered free room, food, and drink but are cautioned not to swear. Slowly, the youngest member of the gang (Brad Rowe) realizes that all of the townspeople are Wild Bill Hickok (Shepard), Doc Holiday (Randy Quaid), and other dead gun-fighters that he has read about in his dime novels. He also meets a young woman (Amelia Heinle), whom he learns was hung, that he falls in love with. This pits him and the now non-violent gun-fighters against the gang who decide that they can destroy the whole town. However they learn that there may be greater powers involved than their own