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In Texas in 1892, outlaw cattlemen have banded together to terrorize homesteaders competing for the same land. After one skirmish, U.S. Army cavalry members arrest gang members Frank Bullit, Fred Nixon, Bud Karnes and George Fane, and Lieutenant Pete Devlin is ordered to transport the prisoners without harm to Fort Jeffrey. Devlin sets out with Corporal Johnson and hotheaded Sergeant Frick, stopping a few miles out when they spot a wagon carrying Delia Watson and her grandmother. The women are also traveling to Fort Jeffrey to visit Delia's brother and ask to follow the soldiers. Devlin, intent on his task of safely transporting the prisoners, refuses, but headstrong Delia chastises him for being rude and follows him anyway. Meanwhile, the other outlaws gather at their hideout and form a plan to follow the soldiers and release their compatriots. Devlin's corporal hears about the scheme and sends two more cavalrymen to help. Later, when the group is slowed because the pack animals are carrying too much weight, Devlin asks Delia to carry some of the supplies in the wagon, and although she snaps at him, she agrees. Devlin then puts Frick in charge of the group and doubles back to see if anyone is following them. As they travel, Frick, who hates Devlin, flirts with Delia and calls Devlin a coward for trying to avoid a confrontation with the gang, which might result in one of the prisoners being shot. At the same time, Devlin spots the outlaws and lures them off their horses and into the hills, after which he scatters the horses and then races back to his group, which has since set up camp. He announces to the exhausted riders that they will eat and then continue riding through the night to outpace the outlaws. When Delia reproaches Devlin for being too hard, he reveals that he once lived in a lawless town where he was forced to kill a man, and ever since has preferred the Army and its strict rules. Delia states that rules were not meant to keep a man from being human, but begins to soften toward him. Just then, Bullit collapses, and although Devlin thinks he is faking his illness, Delia pushes the lieutenant away and ministers to Bullit. Disgusted, Devlin orders Frick to watch them, but Frick turns away, allowing Bullit to push Delia to the ground and run. Frick stops Bullit by throwing a knife into his back. Devlin tries to save Bullit's life and, once the outlaw is in stable condition in the back of the wagon, demotes Frick and places Delia under technical arrest. After riding all night, they finally rest. Frick attempts to turn Delia against Devlin, but she refuses to agree with him. The outlaws then offer Frick money to help them escape, but he spurns their offer. The next morning, Frick aggressively kisses Delia, and Devlin pulls him off and further disciplines him. Delia thanks the lieutenant but warns him that he is pushing Frick too far. True to her suspicions, Frick agrees to work with the outlaws, and to that end, loosens a wagon wheel to stall the expedition. Soon, the wagon wheel falls off, delaying them just long enough for the gang to catch up. A shootout ensues, during which Devlin sees Frick begin to release the prisoners. As Devlin and Frick fight, the prisoners untie their ropes until Grandma holds them at gunpoint, swearing she will shoot off their legs if they move. Devlin adds Frick to the group of prisoners then joins his men and, to his surprise, Delia, in fighting off the outlaws. The outlaws close in on the group, killing Johnson, but shortly afterward Devlin sneaks up behind them and rounds them up. He leads the expanded group the rest of the way to Fort Jeffrey. When they reach the fort, Delia wonders aloud if Devlin will enforce her arrest. He assures her that she has made up for her mistake and, smiling, states that discipline should not be inflexible.