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In 1873, unhappy with the repressive activities of the state police, several small town Texans led by Kit Caswell burn the figure of Governor E. J. Davis in effigy and toss a stick of dynamite at police headquarters. Later at a benign social gathering, Kit and Frank Wittrock are taken into custody by policeman Sgt. Price. At police headquarters, "Cap" Follyard beats both Kit and Frank in an attempt to force confessions from them, but Kit lashes out at Follyard in defense of Frank and the two escape. At Kit's home, Frank's father, Sheriff Wittrock, and Kit's sweetheart, Lucy Antrum, arrive while Kit's father Henry helps the young men prepare to flee. Lucy pleads with Kit to stay, but Henry encourages them, vowing to see the governor to protest against the brutality of the "bluebelly" state police. Later in the nearby hills, Kit and Frank run into a dozing saddle tramp, whom Frank recognizes as notorious killer Cole Younger. Knowing that Cole is wanted for a sizeable reward, Frank intends to take him in, but Kit objects to attacking Cole while he sleeps. Cole rouses and, after overpowering Frank, sends him away. Frank returns to town and in a jealous attempt to discredit Kit, tells Lucy that he has willingly taken up with an outlaw. Meanwhile, Cole befriends Kit and relates how a false accusation forced him into a self-defense killing that made him a criminal. On the trail, Kit and Cole run into horseless outlaw Phil Bennett, who claims to have escaped a police raid during which his twin brother Charlie was captured. That night, Phil attempts to steal Kit's horse and Kit kills Phil in self-defense. Distressed at the notion of not seeing his family or Lucy again, Kit insists on returning to town despite Cole's advice to the contrary. On his return, Kit runs into Charlie Bennett, who is looking for Phil, but says nothing. In town, Lucy greets Kit effusively, then reveals that Follyard beat Henry to death upon his return from seeing the governor. Vowing to avenge is father's death, Kit seeks Follyard out at the local saloon, where he is drinking with Price. Unknown to Kit, Frank, having cooperated with Follyard, is now working at the saloon. When Kit demands that Follyard turn himself in for killing Henry, the bartender secretly draws a shotgun but is shot dead by Cole, who has followed Kit to town. Cole tells Kit to shoot Follyard, but Kit is unable to kill in cold blood. Cole orders Follyard and Price to follow Kit and him outside, then he and Kit ride away. When the two policemen rush back into the saloon to retrieve their guns, Frank shoots them. Frank says nothing upon his arrest, but when visited by his father and Lucy, claims that Kit killed the men, but that he will testify that Cole was responsible in order to save Kit. Wittrock insists that Frank tell the truth, and Lucy is heartbroken by Kit's guilt. A few days later in the town of Red River, Kit runs into Charlie, who is looking for Cole, believing that he killed Phil. Kit writes a letter to Lucy pleading with her to meet him in Abilene, while Cole finds them jobs as guards for a cattle drive going to Abilene. Later when Cole warns Kit about being too trusting of Lucy, Kit is angered and departs. On the drive, Cole remains a loner and only after several days does he learn that Charlie has also signed on as a cow hand. When Charlie discovers Cole, he demands vengeance for Phil's death, but both men are startled by the abrupt appearance of Kit, who confesses that he is Phil's killer. Charlie draws on him and Kit kills him. Meanwhile, Frank is released from jail and, stopping to see Lucy, brings her the mail, but secretly keeps Kit's letter and turns it over to the state police. Leaving the cattle herd just outside of Abilene, the trail boss comes into town to inform Marshal Fred Woodruff that Cole and Kit are with the drive. Knowing they have been given away, Cole gets the men's pay and he and Kit sneak into Abilene. While Kit tidies up before meeting Lucy, he learns that Governor Davis has been voted out of office, heralding the end of the state police's reign. Upon arriving at the hotel to meet Lucy, Kit is arrested by Woodruff and Cole escapes. Believing that Lucy has betrayed him, Kit angrily allows Woodruff to return him to his home town to stand trial for Follyard and Price's murder. At the trial, Frank is called to testify as the surprise eyewitness to Follyard and Price's death. Woodruff asks to be heard and, when Lucy swears that she never received Kit's letter, demands to know who tipped the police off to Kit's trip to Abilene. The trial is interrupted by the appearance of Cole, who insists on being sworn in after Woodruff assures him he will not be arrested. Cole details the night of the killing, and after noting that Cole has never been a liar, Woodruff accuses Frank of being the killer. Kit is acquitted and Woodruff allows Cole to go free.