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Schoolteacher Virginia King leaves the town of Mesa City, Arizona, to escape the unwelcome attentions of Sheriff Jud Cronin. To prevent her departure, Cronin sends his gang to hold up Virginia's stage, but his plan is thwarted by the appearance of Cliff Mason, a retired lawman who orders the outlaws back to town. Because the stage has been disabled in the raid, Cliff accompanies Virginia back to Mesa City, where he learns that the town is at the mercy of the corrupt Cronin. When Pete Henderson, one of Cronin's men, shoots Marshal Thompson in cold blood, Mayor Sam Bentley offers Cliff Thompson's badge. Cliff accepts and arrests Pete, but after the local judge releases him with a minimal fine, Cliff returns the badge. Cronin's threats prompt Cliff to reconsider, and he urges the citizens' committee to pass an ordinance banning all firearms. To eliminate Cliff, Cronin sends for Duke Allison, a notorious gunfighter, but his plan backfires when Duke joins forces with the new marshal. After appointing Duke his deputy, Cliff rides after Henderson and brings him back to town. As he turns Henderson over to Cronin, Cliff accuses the sheriff of being a crook. Cronin decides to eradicate his problems by framing Cliff and Duke for Henderson's murder, and after killing his henchman, he arrests the lawmen for the crime. When the mayor sends for the U.S. Attorney to investigate, Cronin sets fire to the jail to prevent Cliff from testifying, but Cliff and Duke escape the flames to face Cronin and his gang in a shootout. Duke perishes in the gunfire, but before dying, he shoots Cronin. With law and order restored, Cliff and Virginia decide to leave Mesa City and head south together.