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In 1863, as the tide of the Civil War turns against the South, Confederate captain Alan Westcott is assigned to an undercover mission in Lawrence, Kansas. Traveling as former Union officer turned horse-trader Michael Davis, Westcott carries new orders to infamous guerrilla war leader, Capt. William Clarke Quantrill. Arriving in Lawrence, Westcott meets the local Union commander, Maj. Matthews, who warns him of Quantrill's continual raids, then presents him to the town's Vigilance Committee, which includes Judge Wood and Sheriff Alden. As part of Westcott's cover, he offers to sell the army much needed horses, and Matthews agrees. Wood is suspicious of the newcomer, however, and asks Westcott if he knows former school teacher Charlie Hart. Westcott denies knowing Hart then, a short while later, surreptitiously meets with fellow Confederate agent Fred Thomas. Fred informs Westcott where he can contact Quantrill and, under Westcott's questioning, identifies Hart as a local man who shocked the town when he betrayed and murdered two friends involved in assisting runaway slaves. At the local stable, Westcott meets young Joel Welter and his attractive aunt Sue and decides to rent a room at Sue's boarding house. That afternoon, Westcott follows Fred to his meeting with Quantrill's second in command, George Todd, and watches as the pair is surprised by Alden and a small posse. Although Fred panics and is killed attempting an escape, Westcott pulls a bandana over his face and rescues Todd. In gratitude Todd takes him directly to Quantrill, who is hiding in the hills with his girlfriend Kate Clarke. Westcott relates that the new orders from Confederate headquarters are to destroy the Union arsenal in Lawrence, which pleases Quantrill. Westcott then asks Quantrill to provide him with horses to authenticate his cover with the Union army. That evening at the boarding house, Sue impresses Westcott with her sincerity when she tells him that, despite the murder of her and Joel's parents in an early Quantrill raid, she remains happy to continue living in Lawrence. The next day, Wood visits Westcott at the boarding house to confide that he believes Quantrill is actually Charlie Hart. Wood explains that Sue was engaged to Hart before the murders and, sensing Westcott's attraction to Sue, cautions him not to mislead her. Later when Westcott joins Matthews at headquarters, he finds out that Union reinforcements are scheduled to arrive soon. On his way to tell Quantrill, Westcott runs into Kate, who flirts with him, then advises him to beware of Quantrill, who is dangerous. At the hideout, Westcott confronts Quantrill about being Hart. When Quantrill angrily admits his identity, Westcott cautions him that Lawrence is a military target, and the raid is not an opportunity for vengeance. Quantrill reluctantly agrees, then takes Westcott to a meeting with Indians to trade for horses. Westcott suspects that the natives are renegades and shortly after concluding the deal, the group is stopped by two Cherokees who declare that the horses have been stolen from their tribe. To Westcott's dismay, Quantrill callously murders the Cherokees. Furious over Quantrill's hot-headed, reckless action, Westcott orders him not to participate in the arsenal raid. Quantrill does not protest, but privately continues plans to turn the raid into a vengeful attack on Lawrence. Meanwhile, Westcott takes the horses to Matthews, who is pleased with the deal. When Joel excitedly informs Westcott that there is a great deal of activity at the stables, involving several pack mules and stages, Westcott realizes that the arsenal is being transferred. As Westcott prepares leave town to tell Quantrill's men about the transfer, he is stopped by Alden and brought before the accusing Cherokee chief. Westcott insists that he bought the horses legitimately, but cannot provide a bill of sale and is jailed by Alden. When Wood visits Westcott to relay Sue's support, Westcott asks to see Joel, then uses the boy to escape. At the hideout, Westcott tells the men that they should wait to strike the arsenal transport until after it departs Lawrence. Quantrill refuses, insisting that they attack the town immediately. Westcott then attempts to take command of Quantrill's men, but is quickly overpowered. After Quantrill and the men depart, Kate gets Westcott's lone guard, Hager, drunk, then knocks him out and helps Westcott escape. Hager revives and shoots Kate when she tries to prevent him from following Westcott. Westcott then ambushes Hager and kills him, before rushing to Lawrence to warn of the impending attack by Quantrill. The town leaders remain skeptical of Westcott until he confirms Wood's suspicion that Quantrill is Hart. The town rapidly prepares a defense and as they wait, Westcott confesses his identity to Wood, who assures him that Sue will understand. Quantrill and his men make two savage attacks upon the town, but, with Westcott's help are beaten back. After Quantrill is killed by Westcott, Westcott surrenders to Matthews. With Wood's intercession, Westcott is sentenced to military prison only until the war's end, when he intends to return and settle in Lawrence.