In this fantasy adventure, Kain (David Carradine) is a powerful warrior skilled in the use of many weapons and available for hire when he rolls in to Yam-A-Tar. However, when he discovers two worthy opponents who are preoccupied with dominating the village's only well, Kain has to employ more subtle strategies to free the people of such tyranny and win the hand of a seductive sorceress (Maria Socas).