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On 26 Mar 1865, a detachment of Confederate cavalry, led by Captain Lafe Barstow, crosses the state line into California. The soldiers are under secret orders from General Robert E. Lee to meet with outlaw Cole Smith, who allegedly commands 500 men, in order to persuade him to bring them into the war on the side of the South. The rendezvous point is Rocky Mountain, also known as Ghost Mountain. When Barstow and his seven men--Kip Waterston, Pierre Duchesne, Pap Dennison, Kay Rawlins, Jimmy Wheat, Jonas Weatherby and Plank--arrive, Smith is waiting for them. From their vantage point on the mountain, the men see a war party of Indians attack a stagecoach. Barstow's men ride to the rescue and return with Gil Craigie, the driver, and his passenger, Johanna Carter, who is on the way to join her fiancé, Union soldier Lt. Rickey. That night, the Indians burn the stage, and the following morning, a detachment of four Union soldiers and three Shoshone scouts examine the ashes. Barstow and his men capture the soldiers, who include Rickey. From them, Barstow learns that the Union knows about their presence in California. Smith now leaves to round up his men, planning to return in two days. In the meantime, Craigie learns that the scouts are really a chief and his two sons. He tells Barstow his belief that they will escape and return with their tribe. That night, while Jimmy is on watch, the Indians escape. The soldiers kill two of them, but the chief evades their bullets. In the morning, Rickey suggests that he take Johanna to a nearby garrison before the Indians arrive. Barstow, however, hopes that Smith's men will come before the Indians do and rejects the suggestion. That night, Rickey escapes, leaving Johanna behind. The following morning, the men find Smith's riderless horse and realize that he has been killed. Now that the men know no help is coming, they decide to engage the Indians in battle to distract them while Johanna and Craigie escape. Billy leaves his small dog Spot with Johanna, but shortly after the men ride away, Spot wriggles free and runs after his friend. A fierce battle ensues between the Indians and the greatly outnumbered soldiers. During the fight, the Union cavalry reaches Johanna's hiding place, and she tells Rickey what has happened. The cavalry rides to the rescue, but they are too late; all the men have been killed. In their honor, Rickey raises the rebel flag on top of Rocky Mountain and the troops salute it.