In Missouri during the Civil War, the Three Bell Ranch belonging to Kip Davis, Charlie Burns and Lee Price is destroyed by Luke Cottrell and his guerrilla raiders. Cottrell plunders the region for personal gain rather than in the name of the Union, as he claims. Driven from their land, many settlers move to Texas, still a neutral territory. Kip, Charlie and Lee go to Brownsville, Texas, looking for Cottrell. After a fistfight between Kip and Cottrell, Cottrell is told to leave Texas. While Lee decides to join the Confederate army, Kip and Charlie try to raise money to rebuild their ranch. Eventually, they get involved in smuggling arms for the Confederacy, bypassing the blockade imposed by the Union. This lucrative enterprise brings them into conflict with Cottrell who, after leaving the Union cause, is also smuggling guns out of Mexico. After a series of conflicts, crosses and double-crosses between Cottrell and the three friends, the Confederates capture Brownsville. Kip suggests they all return to rebuild their cattle ranch. However, Lee chooses to remain in the Confederate army and continue the fight. Charlie, who's more interested in money and gunrunning than in ranching, decides to continue the smuggling. Kip and Charlie continue the smuggling together. After they high-jack a gun shipment belonging to Cottrell, the two partners find themselves in open conflict with Cottrell's outfit. During an ambush set-up by Cottrell, a gunfight ensues but the two friends prevail. Cottrell is killed by his former henchman, Slim. After the Civil War, Kip moves to Mexico. Charlie opens a saloon in Brownsville where he hires some of Cottrell's ex-henchmen, including Slim. Lee is disbanded from the army and joins the Texas Rangers in Brownsville. This puts him at odds with Charlie who's involved in a variety of shady businesses. Lee is the only lawman in Brownsville whereas Charlie has Cottrell's former outfit behind him. Word gets to Kip in Mexico about an imminent shootout between Lee and Charlie. To even out the odds, Kip rides to Brownsville to help Lee in the final showdown.