A pair of confederate soldiers rescue a black man from a lynching.

In Missouri in the spring of 1865, Confederate and Union army camps are at a standoff when the Confederates hear that Gen. Lee has surrendered in Virginia. When ordered to lay down their arms, two of the soldiers, Burnside Hollis and Matt Graves, flee to avoid prison camp. Nearby, they steal two Union horses, then race to the nearest town, where they forcibly "trade" the horses for two better ones. Coming across a wagon train of a family of settlers waiting for a runaway slave, Duncan, to be returned by a lynch mob, Hollis takes Duncan at gunpoint and the three escape together. That night, they set up camp, where Graves, annoyed that they now must include a black man, outlines a plan to allow them to stop running. To that end, the next day they hijack a wagon, aided substantially by Duncan, kill the driver and one passenger and commandeer the horses. Inside is Camelia Dupres, who is instantly attracted to Hollis, whom she mistakenly calls "Captain." At the next town, they drop off Camelia and leave the dead bodies with the sheriff. Although they hope for a reward, the sheriff pulls out his gun and warns them to leave town within the hour. Instead, they visit Pearl's saloon, mistaking it for a restaurant, and meet the madam, Ruby, and Pearl, her star attraction. Hollis receives a letter from Camelia, containing money, then practices at the pool table, where his prowess impresses Pearl and gives Graves ideas. That night, as Hollis approaches an arrogant cowboy, Jake, who is dominating the pool table, Graves instructs Duncan to back up Hollis, to which Duncan replies, "if anything happens to Capt. Hollis, I'll shoot you first." Hollis loses the first game but then, betting money Pearl has loaned him, easily wins the second. Graves, pretending not to know Hollis, backs him with more money, and after Hollis wins again, he secretly hands the bulk of his earnings to Duncan. Soon after, Duncan approaches a wagon outside in which a small black boy sits with a loaded shotgun, while the sheriff enters the saloon. From inside, they hear a shot outside, causing the sheriff to run out to investigate. Jake then insists on betting another thousand dollars, but this time when Hollis insists on seeing the money, Jake draws his gun. Quickly disarming him, Hollis takes gun, instructs Jake's pals to drop their arms, and throws them out of the saloon. Meanwhile, Duncan has taken the boy and his gun and ridden off. Hollis goes upstairs to Pearl's room, where he returns part of her stake and assures her that he will return with the rest of the money. As they make love, she confesses that she loves him and sees him as her way out of prostitution. Graves soon interrupts them, insisting on his share of the winnings, and when Hollis informs him casually that Duncan has the cash, Graves, in a murderous rage, goes in search of Duncan. Later, the sheriff incites Jake to kill Hollis and hands the cowboy a gun. As Jake enters the saloon, Ruby rushes to warn Hollis, but before she can, Jake breaks into Pearl's room. Unconcerned, Hollis tells Jake he lost the money, then shoots a gun he has hidden under the sheets, killing Jake. Hollis then flees town, followed by the sheriff's posse. As Duncan and the boy travel on calmly, Hollis visits Camelia and her mother, Mme. Dupres, who welcome him warmly. After accepting their clothes and food, Hollis retires to his room, where first Camelia and, later, her mother, pay a personal visit. Meanwhile, Graves continues searching for Duncan, offering a reward to the men he happens upon, soon gathering a group of four loyal men. One day, Duncan shows up at the Dupres house, where Hollis demands his money. Outside, the boy hides as a group of men in hooded robes appear. The men take aim at Hollis and Duncan, then search for the money, but cannot locate it. Hollis recognizes the leader as Graves, who commands the two men to dig a grave outside, then throws down two knives and instructs them to fight to the death. With no choice, they begin fighting, but are interrupted when the boy picks up one of the strangers' guns and shoots it. Hollis and Duncan use the distraction to kill as many of the intruders as they can, after which the others, including Graves, run away. Duncan then shows Hollis that the money is hidden in his rifle butt. Hollis gives Duncan half the money, and though Duncan wants them to remain together, Hollis insists on returning to town to repay his debt to Pearl. Although Duncan calls Hollis "a damn fool," he takes the boy and joins him, intent on repaying his debt to him. Soon after, Hollis strides into Pearl's room, where he forcibly ejects her customer. At the same time, Graves, who has followed him, informs the sheriff of Hollis' whereabouts and promises to back up the posse in apprehending him. At Pearl's, Ruby sees a large group of men heading her way and, after sending her girls out the back, goes downstairs to talk to the sheriff. When a nervous deputy shoots at Ruby, Hollis leaps onto the landing, firing back. The sheriff takes cover and asks for Duncan in exchange for Hollis' life, in response to which Hollis shoots the deputy in the arm. Meanwhile, outside, Graves and his men surround the saloon. After Duncan kills the sheriff, he sends the boy to hide, while Hollis calls out to Graves that the sheriff is dead. Although Graves swears he wants only the money, when Pearl looks out of her upstairs window, Graves instructs his men to shoot her. Hollis sends the deputy outside to test Graves's intentions, and Graves, assuming the person coming out is Hollis or Duncan, shoots the deputy. Hollis and Duncan then retreat upstairs and begin a shootout with Graves's men. Seeing that Pearl is dead, Hollis instructs Ruby to fix her hair, then returns to the window. With six of Graves's men remaining, Hollis tells Duncan to wait until dark, when they can flee. However, Graves's men build a bomb to smoke them out, forcing Hollis and Duncan to jump through the front window. Shooting into the street, they soon kill five of the men, leaving only Graves alive. Hollis calls him out, but before he can kill him, Ruby appears and shoots Graves dead. The boy emerges from his hiding place and runs into Duncan's arms, and as Pearl's collapses in flames, Hollis walks off alone.