The movie finds The Duchess and her nephew Red Ryder setting out to pioneer a new stagecoach line through the wild, rough country leading to Desert Springs, a small, isolated town. To ensure the customer base for the new line, they are bringing with them a wagon train of prospective settlers who want land of their own and have the cash to pay for it. Red and the Duchess are unaware that their letter to John Larkin, the hotel owner and land agent in Desert Springs, has been intercepted by Dave McKean and his henchmen. McKean has intentions of letting Larkin complete the land deals and then he and his gang will steal the money. Arriving in Desert Springs, McKean and Co. are startled to find the town completely deserted (because of a rumored gold strike elsewhere), with signs that all of the citizens pulled out in a hurry. Seeing this as even a better opportunity, McKean sets himself and his men up as the town's officials and await the arrival of the prospective pigeons. An added subplot involves newly-wed Arlie Adams, a member of the wagon train, being blackmailed by Lunsford over an earlier scandal and, while she was innocently involved, still doesn't want husband Bob Adams to learn about it.