The game was originally developed and to be published by Capcom, borrowing elements from their 1985 title Gun.Smoke. The project was put into limbo when Angel Studios was purchased by Rockstar Games in November 2005 and became Rockstar San Diego.Rockstar Games purchased the rights from Capcom and expanded on it. Changing the style from Weird West to a Spaghetti Westernallowed the developers to add more violence and over-the-top characters. The game reproduces a "grainy film" effect and uses music from various Spaghetti Western films, including film scores composed by Ennio Morricone.
This game takes place in the 1900s Wild West as Nate Harlow and his partner Colin have found gold in an area called Bear Mountain. To celebrate the find, they commission the creation of two revolvers with a distinct iron cast scorpion on each; Nate takes one and Colin takes the other.