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In the last year of the Civil War, Confederate soldiers Jesse Wallace, Will Owen and Clint Priest escape from a stockade in Missouri, where they have been held prisoner by Union troops, only to be captured by a group of bloodthirsty bandits headed by a Southerner named Keeley. When Keeley learns that the three men are also Southerners, he compels them to join his outfit and sends them on a mission to Santa Fe, where they are to join a man named Don Antonio Chaves and his wagon train, which is traveling to Missouri with $1,000,000 in gold bullion. Keeley plans to steal the bullion in an ambush at Cow Creek, and sends one his henchmen, Bye, to accompany Will, Jesse and Clint. When the four men arrive in Santa Fe, they find Chaves and ask his permission to join the caravan as outriders. Chaves is suspicious of the strangers but allows them to follow him as long as they stay at least 200 yards from his wagons. Soon after leaving Santa Fe, the wagon train is attacked by Apache raiders, but Will, Jesse and Clint create a diversion to scare the Indians away. As a result, Will and his men win Chaves' trust and are placed in charge of protecting the train for the remainder of the journey. Among those traveling with Chaves is young widow Jen Gort, who is escorting her teenage brother-in-law Roy to his family in Ohio. Roy, who is eager to prove his bravery, volunteers to help Will and the others guard the train against another Indian attack. One night, while guarding the caravan, Roy becomes frightened by a shadow and fires his gun into the air. The sound of the shot causes many of the horses in the train to stampede and escape. Will, who has fallen in love with Jen, protects Roy from humiliation by taking the blame for the stampede. Conflict soon develops between Will and Jesse after Will warns Jesse to stop trying to intervene in his romantic pursuit of Jen. When the train reaches Pawnee Indian country, a Pawnee chief stops the caravan and demands, under threat of attack, that they give him all their ponies. Will, aware that he is outnumbered, gives up the ponies without a fight. Jesse, who has been brooding about resentment of Will, later accuses him of conceding to the Pawnees too easily. When Jesse then accuses Will of backsliding and secretly planning to protect Jen at Cow Creek, Will punches Jesse and demands that he ride ahead of him so that he can watch him. Later, at a dangerous river crossing, Roy foolishly attempts to ride into the river on his horse without assistance, and is swept to his death in the raging current. Will comforts Jen as she mourns Roy, and advises her to stay by his side as they approach Cow Creek. Just before the caravan reaches Cow Creek, a messenger delivers news that the war has ended. The news is greeted with joy by everyone except Jesse, who intends to go ahead with the ambush. Will, however, vows to prevent the robbery and, after placing Jesse in captivity, tells Chaves about the trap. Realizing that they are too close to Cow Creek to turn back, Will decides to forge ahead and prepare for a battle against Keeley. Will and the other men in the caravan engage Keeley in a bruising gunfight that ends soon after Keeley is killed. Jesse, who managed to escape and join Keeley's men, is among those killed by Will and his men. With the bandits defeated, Jen and Will celebrate their victory with a kiss.