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In 1889, in the territory of Oklahoma, the government-owned town of Braxton is closing down in preparation for the upcoming land rush. The government's offer of free land is attracting not only settlers, but outlaws as well. One group of outlaws, which includes the Sundance Kid, Wild Bill Yeager, George Mason, Billy the Kid, the Younger brothers and the Arkansas Kid, forms under the leadership of Wild Bill Doolin, a veteran bandit whose tough-talking niece Cheyenne also rides with the gang. Doolin plans to rob the Braxton bank and use the stolen cash to finance a series of heists following the land rush. The bank is owned by John Pettit, whose widowed daughter, Madge Allen, works for him as a clerk. Although federal authorities attempt to warn John of the gang's activities, Cheyenne intercepts their telegram before he can be notified. Later, Cheyenne delivers the hold-up message to Madge as John unwittingly entertains the gang, who are posing as ranchers, in his office. The outlaws are spotted in the act by Johnny, Madge's young son, who then alerts the town to the robbery. As the townsmen descend on the bank, the outlaws flee, and during their escape, Cheyenne is shot in the arm. Cheyenne is taken in by the unsuspecting Vance Cordell, Madge's fiancé and a former Texas Ranger, who nurses the outlaw at his recently sold ranch. Vance soon realizes Cheyenne's true intentions, however, and tries to convince her to reconsider her criminal ways. When Cheyenne refuses to turn herself in, Vance is forced to lead her at gunpoint to town. As Sundance, Billy the Kid and Cole Younger search Vance's ranch for Cheyenne, Sundance kills Grey Eagle, an old, devoted hand, for refusing to reveal her whereabouts. The outlaws then ambush Vance and free Cheyenne. Later, while riding behind Sundance, Cheyenne remembers Vance's admonitions and decides to return to town with the money. After disarming Cole and Sundance, who threatens retribution, she rejoins Vance and turns herself in to Judge Harper. Vance then bids farewell to Madge, who is going to Kansas City in anticipation of their marrying and moving to California. Soon after her departure, the last remaining citizens of Braxton take off, and the land rush begins. Out of the chaos, the town of Guthrie is founded near the ghost-like Braxton, and John opens its first bank. Fearing trouble from the Doolin gang, army colonel Markham appoints Vance to be the temporary marshal once his troops leave town. Vance at first refuses the post, but when he hears that Sundance has just robbed a stagecoach, he tells Madge, who has come to Guthrie to retrieve her fiancé, that he must help to bring the Doolin gang to justice. Madge, whose first husband was a sheriff who died in the line of duty, reluctantly accepts Vance's decision, but confides to her father her fears about marrying another lawman. Later, while the Dalton brothers join Doolin's gang, Judge Harper paroles a fully rehabilitated Cheyenne to Vance's custody. Vance allows Cheyenne, who now goes by her real name, Jeanie McBride, to oversee his telegraph office and, unaware that she is love with him, entrusts her to Madge's care. Soon, the Doolin gang begins its unrelenting crime spree, and Vance begins deputizing townsmen in an effort to stop it. A jealous Madge, meanwhile, confronts Cheyenne about her interest in Vance, and Cheyenne advises her rival to marry Vance immediately. When Madge proposes a quick marriage to Vance, however, he gently rebuffs her while reassuring her of his love. Vance then deduces that the outlaws are hiding out in Braxton and brings his deputies together to pursue them. After Vance's posse corners the outlaws in the Braxton saloon, Doolin is captured, but Sundance and several others escape. To prove his loyalty to the gang, Sundance offers to break Doolin out of jail and tries to force Cheyenne to reveal the time that her uncle is to be transported. When Cheyenne refuses to tell, Sundance strangles her in the marshal's office, but is once again spotted by a passing Johnny, who brings the posse. While fleeing town, the Arkansas Kid's horse goes lame, but instead of helping, Sundance shoots the Kid. Fed up with Sundance's viciousness, Wild Bill Yeager separates from him and is soon killed by Vance. The lone outlaw returns to Braxton, and there he and Vance have a final gunfight, which Vance wins. Later, the now married Madge and Vance inform John that they are remaining in Guthrie, and are surprised when John announces that he is fed up with banking and is moving to California.