In 1884 Arizona, Dan Evans is an impoverished rancher and Civil War veteran who owes money to the wealthy Glen Hollander. One night, two of Hollander's men set fire to his barn and scare off his cattle, warning that his house will be next if he fails to pay his debts. The next morning, as Evans and his two sons, William and Mark, look for their lost herd, they stumble upon outlaw Ben Wade and his gang, who have used Evans' cattle to block the road and ambush an armored stagecoach staffed by Pinkerton agents. As Wade's outfit loots the upended stage, Wade discovers Evans and his two sons watching from the hills. Determining that they pose no threat to him and his gang, Wade takes their horses and tells Evans that he will leave them tied up on the road to Bisbee. Wade's gang departs, and Evans rescues the lone surviving coach guard, Byron McElroy, left alive but severely wounded by gang-member Charlie.
Wade travels with his gang to Bisbee to celebrate at the local saloon and divide up the loot, then chooses to stay behind to enjoy the company of the barmaid while his gang departs. Evans arrives separately with McElroy and delivers him to lawman Doc Potter, before trying in vain to negotiate with Hollander, who shoves him to the ground and departs. Enraged, Evans barges into the saloon looking for him, but instead encounters Wade emerging from an upstairs room. Evans coaxes a few dollars from Wade over the trouble the outlaw has caused him, delaying the outlaw long enough for the railroad men to ambush and arrest him.
The railroad's representative, Grayson Butterfield, enlists McElroy, Potter, Tucker (one of Hollander's men), and Evans to deliver Wade to Contention, where Wade will be put on the 3:10 afternoon train to Yuma Territorial Prison. Evans requests a $200 fee (equivalent to $5,600 in 2021) to deliver Wade for transport, to which Butterfield agrees. From Evans' ranch, McElroy arranges for a decoy wagon driven by the town marshal to distract Wade's gang, now led by Charlie Prince, with the real prisoner transport departing later that night.
During the journey, both Tucker and McElroy provoke Wade; he stabs Tucker to death and throws McElroy off a cliff. Wade attempts to escape, but is stopped when William appears, having followed the group all the way from the ranch. When the group is ambushed by Apaches, Wade uses the confusion to flee into a Chinese laborer construction camp, where the foreman captures him. Evans, William, Potter, and Butterfield arrive to regain custody of their prisoner, but the foreman reveals that he lost his brother to one of Wade's robberies and intends to torture the outlaw to death. A gunfight breaks out between the group and the foreman's posse. The group manages to escape with Wade, but Potter is killed in the process. The rest of the group arrives in Contention hours before the train's arrival time and check into a hotel, where several local marshals join them.
Wade's gang members ambush the decoy wagon, killing Marshal Weathers and interrogating the lone survivor before killing him and departing for Contention. Upon arrival, Prince offers a $200 cash reward to any citizens who help rescue Wade. Numerous men volunteer, causing the town's marshals to desert immediately; Wade's men kill them when they try to surrender. Butterfield resigns as well, but agrees to keep William safe at Evans's behest. Evans agrees to deliver Wade to the prison train in exchange for Butterfield paying him $1000, getting his son safely home, ensuring their farm gets access to the river water and to persuade Hollander to leave his family alone.
Evans escorts Wade out of the hotel, and the two make their way across town, evading continuous gunfire from the gang and the townsmen. Wade surprises Evans and nearly strangles him, but relents when Evans reveals that delivering Wade to the train is not only to provide for his family, but to restore his own sense of honor, and give his sons something good to remember him for. Wade then admits he has already been to Yuma Prison and escaped twice, and agrees to board the train, allowing Evans's contract to be fulfilled.
Wade helps Evans evade his gang, and as he finally boards the train, congratulates Evans on his efforts. Prince appears and shoots Evans despite Wade's order to stop. Wade steps off the train, comforting Evans in his final moments. When Prince returns his gun belt, Wade abruptly executes Prince along with the rest of his gang. William appears and draws his gun on Wade but does not kill him, instead turning to his dying father. Wade boards the train and politely surrenders his weapon. Evans dies as William tells him he accomplished his mission and got the money. Butterfield watches the train depart with Wade on it. As the train disappears around a bend, Wade whistles, and his faithful horse pricks up his ears and gallops after the train, indicating that Wade is already planning his next escape.
Russell Crowe as Ben Wade, the ruthless leader of a gang of outlaws.
Christian Bale as Dan Evans, a one-legged war veteran turned rancher.
Logan Lerman as William Evans, Dan's eldest son, who dreams of adventure.
Ben Foster as Charlie Prince, Ben's sadistic right-hand
Peter Fonda as Byron McElroy, an elderly Pinkerton agent.
Dallas Roberts as Grayson Butterfield, an agent of the Southern Pacific Railroad.
Alan Tudyk as Doc Potter, a veterinarian and volunteer lawman.
Gretchen Mol as Alice Evans, Dan's wife.
Lennie Loftin as Glen Hollander, the man Dan is indebted to
Vinessa Shaw as Emma
Luke Wilson as Zeke
Kevin Durand as Tucker, a sadistic ranch hand employed by Glen Hollander.
Luce Rains as Marshal Weathers, the chief law officer of Bisbee, murdered by Wade's men.
Marcus Sylvester as Slick
Carmilla Blakney as Rebbi
the second adaptation of Elmore Leonard's 1953 short story "Three-Ten to Yuma", after the 1957 film of the same name.