Orphaned and left in the desert as an infant, Evil Roy Slade (John Astin) grew up alone—save for his teddy bear—and mean. As an adult, he is notorious for being the "meanest villain in the West"—so he's thrown for quite a loop when he falls for sweet schoolteacher Betsy Potter (Pamela Austin). There's also Nelson L. Stool (Mickey Rooney), a railroad tycoon, who, along with his dimwitted nephew Clifford (Henry Gibson), is trying to get revenge on Evil Roy Slade for robbing him.

A British Columbia teenager dreams of show business but winds up as a call girl in Las Vegas.