Newlyweds Eric and Jenni Whitlock retire to his desolate mansion, where Eric’s first wife Marianne died from a mysterious freak accident. Jenni, who has a history of mental illness, begins to see strange things including a mysterious skull, which may or may not be a product of her imagination.

Sexually abused as a young girl, Kate “Ma” Barker (Shelley Winters) grows into a violently powerful woman by the 1930s. She lovingly dominates her grown sons, and grooms them into a pack of tough crooks. The boys include the cruel Herman (Don Stroud), who still shares a bed with Ma; Fred (Robert Walden), an ex-con who fell in love with a fellow prisoner; and Lloyd (Robert De Niro), who gets high on whatever’s handy. Together they form a deadly, bizarre family of Depression-era bandits.

Will Lockhart (James Stewart) becomes entangled in the happenings of Coronado, an isolated western town, after delivering supplies there. He is especially involved with the Waggomans, an influential ranching family, and begins his search for someone selling rifles to the local Apaches, only to find out it is the son of the most powerful man in the area. It is at this point that his troubles begin.