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In the spring of 1863, on board a boat on the Mississippi River, Union Army Col. John Marlowe of Illinois meets Gen. Ulysses S. Grant, head of the Union forces. Frustrated by the North's long inability to break through to the critical Southern stronghold of Vicksburg, Mississippi, Grant orders Marlowe to form a cavalry brigade and wreak havoc on Confederate supply lines within Mississippi. Marlowe presents a plan to attack the main supply depot, Newton Station, over three hundred miles behind enemy lines and wins Grant's approval. Later while briefing his officers, Marlowe is annoyed to find that surgeon Maj. Henry Kendall has been assigned to the brigade. Perplexed by Marlowe's unexpected hostility, Kendall asks what would become of the wounded with no aid and the colonel brusquely declares they would be left behind. Soon after, the brigade sets out and after a day's ride is well behind Confederate lines. When Marlowe's scouts are spotted and fired upon by a small band of Confederates, Marlowe decides to send back one unit in hopes of convincing the enemy that the entire brigade has fled. While Marlowe regroups with Maj. William Secord, of Michigan, Kendall is summoned to a nearby shack where he delivers the baby of a former slave. Angered by Kendall's action, Marlowe places him under officer's arrest and insists that the doctor's duty is to the army alone. That afternoon, the cavalry arrives at Greenbriar Landing, home of Hannah Hunter, who lives alone with her black maid Lukey. Lukey is surprised when the patriotic Hannah greets Marlowe and his men effusively and invites the officers for dinner. That evening after dining, Marlowe requests use of the room for an officer's meeting, but Hannah insists they use the study instead. Marlowe dismisses Kendall from the meeting and the doctor, suspicious of Hannah's ingratiating manner, insists on accompanying her to her room where he discovers the conversation in the study can be clearly heard through the open fireplace grate. Kendall turns the women over to Marlowe, who is shocked when Hannah reveals her contempt and disdain for the Union soldiers. As Hannah and Lukey have overheard Marlowe's plans to attack Newton Station and then boldly continue through Mississippi to Baton Rouge, Louisiana, the colonel is forced the bring the women with them when they depart the next day. On the ride, Hannah rebuffs Kendall's attempt to befriend her and breaks away from the line in a desperate attempt to escape. After she is recaptured while forging the river, Marlowe demands that she promise not to attempt another escape. As the cavalry continues their journey, scouts report an enemy militia nearby and Marlowe orders a retreat into the forest. As the Confederate troops ride by, Hannah darts to the edge of the woods to get their attention but is tackled by Kendall, then knocked out by a furious Marlowe. Upon reviving, Hannah complains about her mistreatment, but grudgingly agrees not to try to signal the Confederate forces again. Later that afternoon, the Union scouts come under fire from two AWOL Confederate soldiers, who upon surrendering, reveal that the main Confederate Army has turned away from Newton Station toward Vicksburg. Marlowe pushes his men on to Newton Station where the advance led by Maj. Gray has rounded up the few remaining enemy troops guarding the town. Among the prisoners, Kendall finds longtime friend Jonathan Miles, who has lost his arm in battle as a colonel in the Confederate Army. Marlowe hopes to burn the supply depot and tracks without conflict, but when a supply train approaches the station, he notices there is no guard on it and realizes an attack is imminent. As the train pulls to a halt, Confederate soldiers pour from the cars and Miles overcomes his guard and frees the other Southern prisoners who join the attack. Marlowe rages against the ensuing brutal fight, climaxed by the one-armed Miles hoisting the Confederate flag and leading a charge. Kendall knocks Miles down to save him from being killed and later tends to his friend's wounds at the hotel that is used as a hospital. After the fighting ends, Marlowe is surprised to find Hannah and Lukey helping Kendall and soldier "Hoppy" Hopkins. Frustrated by the high casualties, Marlowe drinks heavily at the hotel bar and as his men blow up the depot, bitterly remarks to Secord that before the war he built railroads. When Hannah expresses puzzlement over Marlowe's venomous attack on the exhausted Kendall, Marlowe confesses that the ineptitude of doctors killed his wife years earlier. After completely destroying the surrounding railroads, Marlowe and his troops depart south while Hoppy accompanies the wounded north. While passing through a small town, Confederate scouts fire upon Marlowe's troops and, to Hannah's despair, Lukey is killed. Several of the men offer Hannah their sympathy and Marlowe offers to let her go, but she admits it is too late to stop them. Continuing south, Marlowe's scouts report a Confederate unit across the river and Marlowe decides to attack the following morning. Unknown to the Union troops, a Confederate messenger has sought assistance from a nearby military institute, pleading for the young cadets to help distract the enemy until reinforcements arrive. The next morning, Marlowe is outraged to discover that a soldier has died during an amputation operation and when he admonishes Kendall, the irate doctor challenges him to a fight. The men's fistfight is interrupted by a surprise assault by the Confederate unit. Both forces are then amazed by the arrival of the school cadets in their full dress uniforms, who take up an orderly position and fire upon Marlowe's men. Refusing to attack the cadets, Marlowe calls a pullback, leaving the enthusiastic cadets to believe they have routed the enemy. Marlowe's troops circle around the river and, upon receiving word that a larger enemy force is trailing them, press on southward, seeking refuge in a swamp to avoid conflict. Arriving at a crucial bridge crossing, Marlowe tells Hannah that as the Confederates are just an hour behind them, he will leave her there. As the troops prepare to cross the river, however, a Confederate squad opens fire on them and Marlowe is shot in the ankle. Hannah assists Kendall in tending to Marlowe, who then leads his men in a fierce attack against the enemy. After dispersing the enemy, the Union troops mine the bridge, then cross into Louisiana. Kendall surprises Marlowe by requesting to remain behind with the numerous wounded, despite the likelihood that he will be captured and sent to the notorious Andersonville prison. Marlowe bids a guardedly respectful farewell to the doctor, then as he says goodbye to Hannah, admits he has fallen in love with her. Marlowe then lights the bomb fuse and dashes across the bridge, which explodes just as the Confederates arrive.