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At the Texas border during the Civil War, General Eduardo Calleja, the ruler of a Mexican free zone called Zona Libre, watches with his girl friend, Carmelita Carias, as Confederate Jim Lake struggles to escape policemen by crossing the Rio Grande. Although Jim is shot, Carmelita helps pull him to safety. When the police try to follow, declaring that Zona Libre is not in consent with the Mexican government, Calleja's troops, led by Captain Felipe Vargas, hold them back. Jim is actually Confederate Major Clete Matson and, along with friends, has stolen two million dollars in Union gold from a Colorado bank in order to buy war supplies for the South. At a hotel, Dr. Newlund takes the bullet out of Jim and, later that night, brings him to the saloon, where Jim refuses a job with cattle smuggler Quartz Anderson. The next day, Calleja, who knows Jim's true identity, invites him to his heavily guarded compound and introduces him to Baron Kurt Von Hollden, who handles all of Calleja's "imports." At Calleja's offer to sell Jim provisions, the two men shake hands. Soon after, as Calleja receives news that his rival, Benito Juarez, is assembling troops against him, Jim visits Carmelita at the saloon where she works. Before they can say much, however, Calleja bursts in to kill a man who shirked his debt and, upon seeing Jim and Carmelita together, invites both to dinner. Later, after he subtly threatens Jim to stay away from "what belongs to him," Carmelita grows so offended that she asks Jim to walk her home. Outside her door, she urges Jim to leave before he is killed, but he is adamant that his mission is too important. Immediately afterward, Jim is ambushed by Anderson's men, and beats up Anderson in the street. Although Calleja responds by denouncing Anderson, Jim suspects the general was behind the attack, and walks away in anger. When he collapses, however, Carmelita has him brought to her room for ministrations. There, she informs him that her father and brother were rebels who earned nothing but death for their bravery, but Jim kisses her, claiming to see traces of her buried ideals. The next day, Calleja proclaims his jealousy to Carmelita, and when she refuses to be controlled by him, he presents her with a valuable necklace. Von Hollden then makes a secret deal with Jim to transport the Confederate supplies on a ship and split the money with him. The next day, Jim meets his compatriot, Jeff, in the hills in order to locate their hidden gold. Upon his return to town, his horse slips into quicksand, the remnants of which are recognized by the horse's owner, Lopez, who informs Vargas. Realizing that Vargas plans to follow Jim that night into the hills, Carmelita gets the captain drunk, and races out ahead of him. When she finds Jim on the trail, her necklace slips to the ground, and although Jim is not sure whether he can trust her, he brings her to the gold site. As Jim and Jeff begin to load the gold, Vargas attacks. They kill him and flee, hiding the gold at another location nearby. Jim brings Carmelita back to town and kisses her, and when he returns to his room, Newlund is there. Jim easily beats him and, realizing that the doctor is a Union detective, kicks him out. The next day, after Calleja discovers Vargas' death and that Von Hollden is secretly harboring a ship, he calls in Jim, demanding the gold, and has Von Hollden killed. When he then hears that Carmelita's necklace was found in the hills, he confronts her and proposes, but she refuses. He drags her into the hills. By the time Jim reaches the gold site with some hired men, Calleja and his men are already there, and a shootout ensues. As Calleja's men flee, he seizes Carmelita as protection. Jim jumps on the general, however, in the ensuing fistfight, both men topple into the quicksand. When Jim's hand emerges, Carmelita helps him out. Back in Zona Libre, Juarez has captured the area and is in control. The Mexican leader thanks Jim for his service, and sends him back to America with supplies and a new wife.