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In California in 1850, a military government under governor General Winfield executes its laws by force against the Spanish people. One of them, Juan Valdez, loses his land when he refuses to take an oath of allegiance to the United States. Bandit Kirby Tornell leads a group of guerillas, who rob a coach carrying Winfield's men. In the town square, two of the robbers, Waco and Hornet, are sentenced to hang by Captain Roger Kearney. That night, while Kearney is en route to a masked ball in San Vicente, Kirby jumps him and steals his costume and arrives at the ball, which takes place in a mill that was once the Tornell home. At the dance, Kirby poses as himself, the bandit Tornell, and charms Winfield's daughter Carol, who calls him a "hillbilly Napoleon." In a back room, Kirby forces Winfield to sign an order releasing Waco and Hornet. Kearney then arrives and announces that the bandit Tornell is at the ball, but Kirby escapes and frees Waco and Hornet. Later, Kirby swears his love to Carol. Winfield and Kearney then receive word from Washington, D.C. that an investigator will be arriving in California to consider adjudging civil law. Carol and Kirby rendezvous and he assures her military rule will cease as soon as Washington knows about Winfield's atrocities. Their romance is complicated, however, when Carol's personal maid, Dolores, covers for her while she meets with Kirby, and Dolores' brother Juanito suspects Dolores of hiding her lover, Lucien, who is Carol's brother. When Lucien is later found dead, Kirby is accused, and Winfield orders his execution. Carol, believing Kirby killed her brother, agrees to help her father capture him by telling him she is meeting Kirby that night. When the lovers meet, Kirby is wounded. A court trial follows and testimony reveals that Lucien knew Kirby was having an affair with Carol. Kirby is sentenced to hang in twenty-four hours. Carol then learns that Juanitio killed Lucien for impregnating Dolores and fled to Mexico. Carol is instrumental in helping Kirby escape from his prison boat. By morning, Winfield has received orders from the Secretary of War to end all military activities. The cavalry, unaware of the mandate, pursues Kirby, and Hornet is killed in the crossfire. A retreat is finally sounded and the guerillas are granted amnesty. The Winfield army leaves town, but Carol stays with Kirby.