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Sgt. Matthew Blake of the Seventh Cavalry, on a detail from Fort Revelry, leads his men through Apache territory during the period of the Indian Wars. As they come through a pass, they find that a group of former Confederate soldiers have them covered with their rifles. The Southerners are suspicious because Apaches in Union uniforms have attacked them and taken their herd. Blake relates that Apaches have killed all his men except four and their scout; the Union soldiers have been escorting Corbin, a prisoner under arrest for selling guns to the Apaches, to Fort Waverly and are carrying thirty-six repeating rifles that Corbin planned to sell. Blake and the Confederate leader, Capt. Sam Prescott, decide to join forces despite the disapproval of Keith Williams, who hates Yankees because his mother and sister were killed in the war. When Blake taunts him, Keith is about to shoot in response, but Prescott stops him. At night, Apaches drop a bound woman near the white men, and as the soldiers go to help her, the Indians steal their horses and apprehend Cob, the soldier who was guarding them. The woman, Teresa Santos, a Mexican American, relates that the Apaches burned her rancho, killing her father and brother. After raping and killing her sister, they brought Teresa to the soldiers to give them a message that they can have their horses back in exchange for the rifles. Although Keith wants to trade, Blake refuses, saying they'll never see Cob again if they give up the rifles. Keith pulls out his gun, but Prescott again prevails. After the whites do not respond to the Apaches' offer, two Indians ride up and leave Cob's body; this proves to Blake that whites cannot deal with Indians. Blake suggests they walk, even though it will take six or seven days and they don't have enough water, because he knows the Indians will not attack as long as they keep the rifles. When Blake reprimands Teresa for wearing a low-cut blouse around the men, she bites his hand. As the men head to Cimarron Pass, Keith walks with Teresa. Judge Stanfield, who has been traveling with the Southerners, encourages Keith to lead a revolt, as the Southerners are carrying sixteen rifles. The judge earlier survived an Indian attack that killed everyone else on his wagon train by cowardly feigning death. After the scout is killed by the Apaches, the judge and Keith plan to take command when it gets dark, with the help of Teresa and Corbin, whom they will free. At night, Keith is about to shoot Blake when the Indians attack. Blake protects Teresa from danger, and Prescott suffers a head wound. Keith now begins to change his mind about Stanfield's plan, but when Blake orders the group to break camp, Keith stubbornly refuses to leave until he gets his horse back from the Apaches. He hits Blake, who then thrashes him. Teresa comforts Keith, but Prescott angrily rebukes him. When a corporal, upset that his friend has been killed, attacks an Apache who has been riding near the group, the corporal is killed by a flurry of arrows. At a waterhole, the men find a dead man hanging upside down in the water from a tree, put there to scare them into giving up the rifles. When the judge balks at drinking the water, Blake fills his canteen and drinks, demonstrating that the water is safe. Keith, who now has begun to respect Blake and is getting annoyed with the judge, hits him when he is about to shoot three Indians in the distance. At Cimarron Pass, two days from Fort Waverly, Teresa apologizes to Blake for biting his hand and kisses him. When a small raiding party attacks, Blake tells the men to hold their fire, as he knows that the Indians want them to waste ammunition. The judge cuts Corbin loose, but Corbin kills the judge and gets some rifles to take to the Indians. On his way, he is killed with a spear. Blake kills an Indian who tries to get the rifles, and Prescott kills the next. When the Indians ride off, the rifles are retrieved. Aware that the Indians will attack again, Blake decides to steal the horses back, a plan which he does not think the Indians will be prepared to stop. During the raid on the Indian camp, a horse's neigh wakens the Indians, who then battle the soldiers. When Teresa is attacked, Blake rescues her. During the battle, the Indians are driven off and the horses stampede away. Realizing that the rifles are too heavy for the survivors to carry, Blake orders them burned. As they burn, Keith acknowledges that sometimes one has to lose before finally winning, and soon they make it to the fort.