Doc (McQueen) and Carol McCoy (MacGraw) make it down to El Paso. Jack Beynon's goons follow them and end up at the hotel the McCoy's are seeking refuge in. Rudy Butler (Letteri) also follows them. When Doc and Carol try to leave, they spot the goons and a shootout begins. All of the goons are killed. Rudy tries to shoot Doc as they flee, but Doc shoots and kills Rudy. Doc and Carol both hidge a ride with a cowboy to the border. They take his car and drive off.