The year is 1877. Following the discovery of gold on Sioux territory, the U.S. government has decided to give the land over to settlers. One of these settlers is Miss Lee Carleton, who is orphaned when her father is murdered. She's rescued by the three eponymous outlaws, who become her protectors. Thinking that Lee needs a husband, they set her up with young Irish immigrant Dan O'Malley. However, they must all contend with the corrupt Sheriff Layne Hunter and his ruthless posse.
This film has the examples of:
- Artistic License – History: There was no Dakota Land Run in 1877. There was a Black Hills Gold Rush in the 1870s, but the land run is based on what happened in Oklahoma in 1889.
- Captain Obvious: Lampshaded when Dan comes upon Lee and sees her wagon wheel lying on the ground:Dan: The wheel came off.
Lee: Oh, did it?
Dan: Something ought to be done about it.
Lee: You must have traveled a lot to know all those things. - Dead Guy Junior: In the end, Dan and Lee name their baby after the three "bad men."
- Dresses the Same: Gender inverted. Sheriff Hunter objects to another man copying his outfit and forces him to change.
- Foot Popping: Lee does this when she and Dan share an Almost Kiss.
- Gold Fever: The film takes place against the historical backdrop of the Black Hills Gold Rush, so pretty much everyone in the cast is hoping to get their hands on some gold.
- Hates Baths: After the "bad men" arrange a bath for Lee, they worry that she'll expect them to bathe too.
- Heroic Sacrifice: One by one, the "bad men" lay down their lives for Lee.
- The Matchmaker: The "bad men" hire Dan in order to set him up with Lee.
- Samus Is a Girl: An Internal Reveal. The audience already knew Lee was a woman by that point.
- Secret Message Wink: Lee directs one at Dan when they're reunited.
- Setting Update: Inverted. The novel was set during The Mexican Revolution, which was going on when it was written in 1917. The film backdates the story to the 1870s.
- Small-Town Tyrant: The main villain is the corrupt Sheriff Layne Hunter.
- Suggested by...: The opening credits say the film was "suggested by" Over the Border.
- Title Drop: Twice:
- "Come along, my 3 Bad Men - it's time we were making camp."
- "—and someday I'll tell you of the best 3 Bad Men that ever named a baby!"
- Would Hurt a Child: Hunter's thugs decide to burn down a church while it's filled with families.
