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In the last months of the Civil War, a small band of Apaches led by Sierra Charriba attack a cavalry post in New Mexico, massacre almost the entire force, kidnap three children, and escape across the border to Mexico. Stationed nearby at an isolated fort is Major Dundee, warden of 400 Confederate prisoners, Union deserters, murderers, and thieves. Determined to wipe out Charriba's Apaches, Dundee augments his small force with renegades, Negro volunteers, and a group of Confederate prisoners who have been given the choice of fighting or being hanged for killing a prison guard. The Confederates are led by Capt. Benjamin Tyreen, an old enemy of Dundee's, who swears to kill him after their mission is completed. Once in Mexico, tension between the two men increases as Tyreen steps into Dundee's faltering command, and opposing loyalties to North and South divide the ranks. They free a village from occupying French soldiers, and the two leaders become rivals for the attentions of Teresa Santiago, the widow of a Mexican physician hanged by the French. Though wounded, Dundee leads his men into a last battle with Charriba's Apaches. A trap is set and the Indian chief is killed. With the mission accomplished, it now remains for Dundee and Tyreen to settle their own differences, but the remnants of the troop come across a French regiment; and in the ensuing battle Tyreen makes a daring lone charge and dies gallantly on the battlefield. The fighting ends, and Dundee and his 11 survivors head back across the river to the safety of their own country.