An outlaw, Roy Bean, rides into a West Texas border town called Vinegaroon by himself. The customers in the saloon beat him, rob him, toss a noose around him and let Bean's horse drag him off.
A young woman named Maria Elena finds and helps him. Bean promptly returns to town and shoots all those who did him wrong. With no law and order, he appoints himself judge and "the law west of the Pecos" and becomes the townspeople's "patrone." A traveling preacher, LaSalle, buries the dead.
Bean renames the saloon The Jersey Lilly and hangs a portrait of a woman he worships but has never met, Lillie Langtry, a noted actress and singer of the 1890s. When a band of thieves comes to town (Big Bart Jackson and gang members Nick the Grub, Fermel Parlee, Tector Crites and Whorehouse Lucky Jim), rather than oppose them, Bean swears them in as lawmen. The new marshals round up other outlaws, then claim their goods after Bean sentences them to hang.
Dispensing his own kind of frontier justice, Bean lets the marshals hang a murderer named Sam Dodd and share his money. When a drunk shoots up a saloon, Bean doesn't mind, but when Lillie's portrait is struck by a bullet, the fellow is shot dead on the spot. A madman, Bad Bob, comes to town for a showdown, but Bean shoots him in the back. Prostitutes are sentenced to remain in town and keep the marshals company.
Maria Elena is given a place to live and fine clothes ordered from a Sears Roebuck catalog. A mountain man called Grizzly Adams gives her and Bean a bear, named "Zachary Taylor" after the 12th President of the United States, but later renamed the "Watch Bear," as a pet. When a lawyer named Frank Gass shows up claiming the saloon is rightfully his, Bean puts him in a cage with the bear.
Bean goes off to San Antonio, leaving a pregnant Maria Elena behind and promising her a music box that plays "The Yellow Rose of Texas." In his absence, Gass and the prostitutes conspire to seize control of the town from the judge's hard rule. A dapper Bean tries to see Lillie Langtry's show, but it is sold out. He is deceived by men who knock him cold and steal his money.
Upon his return, Bean finds that Maria Elena is dying following a difficult childbirth. He names the baby Rose after the music box's song. He also plans to hang the doctor, but Gass, who has been elected mayor, overrules him. Bean is sorrowful about losing Maria Elena and rides away. Gass brings in hired guns to get rid of Bean's marshals.
Years go by. Oil rigs have been built around the prospering town. A grown-up Rose is surprised one day to look up and find Bean has returned. A shootout follows, Gass is killed and a fire engulfs the saloon, where the burning roof collapses on Bean.
Some time later, a train pauses by the town. Out steps Lillie Langtry. She is told the story of Judge Roy Bean and his feelings toward her. She concludes that he must have been quite a character.
The film was based on an original script by John Milius, who hoped to direct. The script was sent to Lee Marvin who was making Pocket Money with Paul Newman; Newman read the script and became enthusiastic about starring. The producers were not keen on Milius directing and paid a record price to own the script outright - $300,000.
Milius later said he liked John Huston but thought he completely ruined the movie. He was angry at the casting of "cutesy-pie" Paul Newman and felt Warren Oates would have been more suitable.
Milius later elaborated:
Judge Roy Bean has been turned into a Beverly Hills western. Roy Bean is an obsessed man. He's like Lawrence of Arabia. He sits out there in the desert and he's got this great vision of law and order and civilization and he kills people and does anything in the name of progress. I love those kind of people! That's the kind of people who built this country! That's the American spirit! And they say, 'What you've created is a reprehensible man. We've got to make him much more cute.' So they changed it from a Western about royalty and greed and power to a western where Andy Williams sings a song in the middle of the movie and the judge and his girl and a pet bear go off on a picnic. It's incredible. He goes on a picnic and sits on a teeter-totter. It's a movie about Beverly Hills people. About John Foreman and John Huston and Paul Newman.
Milius also said Huston "would explain what he was doing to me all the time. We had a strange relationship. He tortured me constantly, changing things and doing scenes, I thought, deliberately wrong. At the same time, he would explain his options and why he made the decision he made, right or wrong; or the different ways he could have done it. I watched the way an atmosphere was created on the set, watched the way he would respond to an actor resisting him and the way he dealt with an actor going along with him too easily. How he would deal with bad actors. I remember one time when he had someone he said was the worst he'd ever had, and I asked him, what do you do? And he said, "Not a damn thing, I have no idea." He just went back to his trailer."
Milius claimed the experience prompted him to go into directing "out of self defence and a desire to control".
"Watch Bear" was played by Bruno, an American black bear who had previously played the lead in the 1967-1969 CBS TV series Gentle Ben. Paul Newman thought that Bruno stole every scene in which they appeared together, an opinion shared by some reviewers.
"My God is Paul Newman a good actor," said John Huston. ""He's just marvelous in this picture. He's never done anything quite like this and yet he's caught something unique and original. The picture definitely says something about a spirit of the past. There's something uniquely American about the judge."
Anthony Perkins had led a predominantly homosexual love life up until this film. During shooting he had an affair with Victoria Principal. He later married Berry Berenson.
"I think we've got a hell of a picture," said John Huston. "I think it will be very popular. Of course I've been wrong before, but there's a grand sort of thing about it. The wind blows through it. The story is a complete departure from reality, a pure fantasy."
The film earned estimated North American rentals of $7 million in 1973.1973 Academy Award for Best Original Song, nomination for the song "Marmalade, Molasses and Honey" (Maurice Jarre, Marilyn Bergman, Alan Bergman)
1973 Golden Globe Award for Best Original Song, nomination for the song "Marmalade, Molasses and Honey"
1973 Golden Globe Award for Most Promising Newcomer, Female, nomination for Victoria Principal