In 1870 young men of privilege, James Averill (Kris Kristofferson) and Billy Irvine (John Hurt) graduate from Harvard College. There are marching bands, pompous speeches, graduates dancing on the green with their girlfriends, competing with underclassmen to get a bouquet from a tree, and singing to their girls up in the windows by candlelight. Billy who is constantly drunk laments, "It's over!" The graduates are encouraged by the Reverend Doctor to go forth and educate the nation.The story jumps ahead 20 years where Jim is the marshal of Johnson County, Wyoming where there are many Eastern European immigrants who are starting new lives as farmers. Jim is returning by train from St. Louis bringing with him a beautiful new horse and carriage for his girlfriend. The train chugs through the magnificent wilderness, its engine adorned with large deer antlers.In Johnson County, local gunslinger, Nate Champion (Christopher Walken) who works for the Stockgrowers Association (the local organization of rich cattle ranchers), and dresses in fancy Eastern clothes, just like Jim, shoots an immigrant farmer named Michael Kovac in the chest because Kovac had killed a steer to feed his starving family. Kovac's wife and child howl and slip in the bloody mud. Nate rides by a huge group of immigrants forging their way into the wilderness and shouts at them to go back where they belong.Jim's train arrives at the end of the line in Casper, Wyoming, where he and many immigrants disembark. Jim has a conversation with Cully the Irish station master (Richard Masur) who tells Jim how a citizen can't get an even break. In the crowded town there are many immigrants getting ready to continue their journey north to Johnson County and many shady gunslingers threatening them. At the local emporium, the gunslingers are being armed and outfitted at the cost of the Stockgrowers Association. Jim acquires a lever-action rifle and then breaks up an altercation between some gunmen and a small family of homesteaders -- the gunmen are beating the father and trying to rob him openly of their possessions. Jim beats the men, driving them away.Jim goes to the Association headquarters which is essentially a fancy gentleman's club. The head of the association, the villainous Frank Canton (Sam Waterston) is telling the wealthy members that he has hired a small army of gunslingers to murder virtually all of the immigrants in Johnson County because some of them are rustling their cattle to feed their starving families. Canton has created a death list of 125 names, deeming them "bandits and anarchists" and will pay the gunmen $5 a day and $50 a head for every immigrant shot or hanged. Billy Irvine, Jim's friend from Harvard, is the only member of the association who has moral qualms about the murders, but he is always so drunk no one pays him any attention. Canton assures the members of the Association that the murders have been approved by the governor, Congress and "President of these United States." Billy goes upstairs to the billiards room and finds Jim there. The reminisce about the "good gone days." Billy tells Jim about the death list. Jim says "Even they can't get away with a thing like that." Billy says that "in principle everything can be done." Jim, who was previously blackballed by the Association, confronts Canton and warns him to stay out of Johnson County. Canton slaps him in the face for being a traitor to his class by siding with the poor but Jim hits him even harder and leaves.Jim heads off to Johnson County driving the horse and carriage. He sees the same poor immigrant woman who's husband was beaten in Casper and her young children pulling a cart to which is tied her husband's body. Jim offers to help her get the money back she paid for land. She says "we farm our land." That night, Canton hires even more gunfighters and mercenaries with the promise of $5 a day and $50 for each murder.In Johnson County, Nate has qualms about killing a young married man whom he prevents from killing a steer. Instead of killing him, he beats the man and lets him off with a stiff warning.Jim arrives in Sweetwater, the main town in Johnson County. The town is still primarily under construction. Jim goes to the hotel in which he lives. The hotel is run by John Bridges (Jeff Bridges). It is Sunday and the immigrants are in town. During a cock fight in the bar, Jim tells JB about the death list. Bridges is incredulous. Jim repeats Billy's phrase, "in principle everything can be done." Jim intervenes in a dispute between a big immigrant with a bandage on his head and a dapper little immigrant in a white suit with a boater hat. The little guy says that the big guy trespassed on his land so "I take him by foot and my wife hit him on head with rock." Everyone, including Jim, laughs at the argument. Jim breaks up the brewing fight.Jim goes to his girlfriend's place. She is the pretty young French brothel owner named Ella Watson (Isabel Huppert). The two go into Ella's room for passionate sex. Jim shows Ella the horse and carriage he has gotten her for her birthday. Ella and Jim go on a wild ride around town, disrupting a photographer who is taking a picture of the townspeople. All the men cheer whilst all the women are shocked that the Averill is with Ella. Later, Ella bathes nude in a mountain lake. Jim, who is clearly troubled, tries to convince her to leave because of the potential violence that will occur when the Association invades. She says she will go if he goes with her. This isn't part of his plan.Ella and Jim go to the Heaven's Gate roller rink (the name of the rink is the only mention of the title in the film). A roller skating fiddle player, John (the movie's composer, David Mansfield), skates around the rink. The immigrant families including Ella and her girls skate around the rink, people fall down, everyone laughs, JB stumbles outside and vomits and is put into a wagon by Jim. Once everyone is gone, Jim and Ella share a romantic dance to a waltz played by the band. Later Jim is passed out drunk upstairs at the whorehouse. Nate, who is also in love with Ella, is upset that she charges him for her services but not Jim. "I thought you was getting to like me" says Nate "but I like money too." Ella has Nate take the passed out Jim back to the hotel. Nate sees Jim's room. There is a picture of Jim and a young woman, possibly the girl he danced with at the graduation celebration 20 years before. Nate tries on Jim's hat. "You got style Jim" he remarks.The next morning a hungover Jim has a tense conversation with Nate in the hotel bar room. He says he wants Ella to leave because it is getting dangerous for her. Later on, Jim and the head of the chamber of commerce, Mr. Eggleston (Brad Dourif) go to the army fort to ask for help in opposing the Association and its gunslingers. The cavalry men are playing baseball and the captain hurts his leg. As he sits the game out, he tells Averill that his orders are not to interfere in the activities of the Association. The captain gives Jim a copy of the death list -- Jim notices that Ella's name is on it.Jim returns to the brothel and tells Ella that her name is on the death list. He fights with Nate, who claims to know nothing about the list and points out that he has asked Ella to be his wife. Nate says: "Jim ain't your friend Ella. He ain't nobody's friend."Nate takes Ella to his cabin. He shares the cabin with Nick Ray (Mickey Rourke) a young protégé of Nate's. Nick has invited Fred (Geoffrey Lewis) a dirty trapper to spend the night at the cabin. Nate shows Ella his big surprise: "Wallpaper." He has papered the interior of the cabin with what looks like pages from the Police Gazette to impress Ella. Ella says that the wallpaper is beautiful as Nate quickly tries to tidy the place up for his future bride.Back in Casper, Cully sees the train carrying the cattlemen and gunslingers heading off towards Johnson County without making the regular stop in Casper. He tries to telegraph Jim but the wires have been cut. Cully rides off on horseback to try to warn Jim about the danger.Frank Canton stops the train outside Sweetwater and the forces unload, meeting up with other members of the Association. Billy is drunk as usual but seems concerned that death warrants be issued. Canton assures him that the President himself has approved the murders. The cattlemen and gunslingers ride off into a cloud of dust. Billy utters the last lines of the first half of the film: "What are we?"INTERMISSIONCully is found sleeping in the open country by the gunslingers. One of them questions what he's doing so far away from the train station when he should be there working. Cully tries to escape, but is shot down in a hail of bullets before he can warn anyone of Canton's thugs.At the cabin, the Trapper Fred shows Nate, Ella and Nick how you can keep a wolf from biting you by grabbing its tongue. Ella leaves in her carriage and returns to town, where the immigrants are having a meeting at the Heaven's Gate roller rink. Jim reads the death list to the immigrants and they realize that the whole community are included in Canton's plan. There is a hail of shouting and arguments and calls to raise a militia and fight the Association members.When Ella returns to the whorehouse, she finds the Association's men are inside. She sends John to get Jim then enters the whorehouse and tries to conduct regular business with the men. They viciously rape Ella. Jim arrives and sneaks on to the roof, seeing all the other prostitutes lying horrifically beaten upstairs. He slits the throat of their lookout before bursting into the house and shooting all but one of the gunslingers who attacked Ella. The gunslinger gets away by crashing through a nearby window. Nate arrives shortly after and realizes the type of people he has been working for.Nate goes to the Association encampment and shoots the remaining rapist who got away right in front of Canton and Billy. He threatens Canton and demands that the proper warrants are issued before any action regarding the death list is carried out. Canton says he has the full authority of the government of the United States in his actions, dropping the titles of people he knows high up. When Nick challenges Canton about his ability to kill a man, Canton shows his own resolve by shooting a young immigrant prisoner through the head.Jim once again tries to convince Ella to leave, but she still won't. Jim says goodbye to Ella. He is having a last drink with JB when the mayor and his people arrive and say they want Jim to turn the immigrants on the death list over to the Association. Jim quits as sheriff.Trapper Fred leaves Nate's cabin to have his yearly bath when he meets the gunslingers, hiding at the riverbank. Canton says Fred and the other occupants of the cabin have one minute to gather their things and get out before they attack Nate. Fred comes out with his stuff and is immediately shot down. Ella comes to the rescue on her cart and shoots one of the gunslingers, but is forced to flee on horseback when her carriage is wrecked. The gunslingers continue to attack the cabin, shooting hundreds of rounds, killing Nick. Nate shoots back, but the cabin is set on fire. Nate pens a last note to Ella. He comes out shooting in a daring last stand but is quickly killed.Back at the roller rink the immigrants decide whether to fight. They learn that Averill has quit, but Mr. Eggleston gives a speech about the rights of poor people, inspiring the townsfolk to take up arms. Ella runs in and says "they're here!", then goes to see Jim who appears indifferent to the news that Nate has died. He knew this day would come and, from his window, Averill watches on as Ella joins the immigrants who leave on their carriages to attack the Association head-on.An immigrant carriage plunges off of a bridge and an entire family is drowned while the husband howls. The immigrants, led by Ella and JB, ride around the Association's encampment, forming a circle. The gunslingers return fire and a chaotic battle ensues. Through clouds of dust and gun smoke, the Association kill off many of the immigrants. As bullets fly, a drunken Billy sees defeat and begins to reminisce about his time in Paris. He is shot dead by Ella. Canton escapes to get help, leaving the gunslingers under the command of former Civil War major Wolcott (Ronnie Walker). After many losses, both sides withdraw from the battle.Averill, who has now changed his mind, goes to join the surviving immigrants. He finds that Ella has returned to Nate's cabin and has found Nate's note: "Goodbye Ella and Jim, if I never see you again. Nathan D. Champion" Jim tells Ella to go back to her place and wait for him. He then goes to the immigrant encampment and devises a plan of attack, which he had learned from the Romans. That night, the immigrants use the remnants of their horse-drawn carts and logs from the surrounding forest to build mobile barricades whilst the Association men only hear their singing.In the morning, Jim rides around the field of battle and issues commands to the immigrants, who push their wheeled barricades towards the Association encampment. The bullets from the Association shooters are mostly unable to penetrate the logs. Recognizing Jim's plan of attack, Major Wolcott says "Goddamn Romans!" Pushing closer and surrounding the encampment, the immigrants use sticks of dynamite to penetrate the Association's defense. Some immigrants are caught by gunfire and one man's legs are crushed by the wheels of the barricade. He is shot by his wife who later shoots herself. Canton escapes to gather more forces. It looks like the immigrants are about to win. Wolcott is killed. Suddenly, Canton arrives with the cavalry and the American flag bravely flying (and clearly focused on) to arrest the remaining Association members. But as Averill remarks, they are being rescued instead of arrested. With Johnson County having fallen into anarchy, the order is given to pull out of the battle. The battlefield looks like Brady photographs of Civil War battlefields with hundreds of dead bodies and dead horses littering the scene.Back at JB's cabin, Jim and Ella are dressed in their Sunday best and prepare to leave Johnson County. They say goodbye to JB who is wounded from the battle. Just as they are about to get into a carriage, Association men begin shooting at them from nearby bushes and kill Ella and JB in a hail of bullets. Jim shoots and kills Canton but it is too late to save Ella and he can only weep over her body.1903, Newport, Rhode Island.Jim, now an aging man dressed in an elegant sailing outfit, watches a sunset from the deck of a steam yacht. Down below we see a pampered-looking woman sleeping on the sofa. She is the girl Jim danced with at the Harvard graduation. She wakes only to say "I'd like a cigarette" and idly lays there as a wordless Jim lights one. There are no more words spoken as Jim dwells on his lost love and the genocide of his townspeople. Averill returns to the deck and stares out at the water as the story closes.