In 1862, during the American Civil War, a company of Union infantrymen, commanded by Colonel Claude Brackenbury, receives an order to attack the Confederate positions. Due to a mishap, the colonel's horse stampedes toward the rear of the front. The confused soldiers, deployed in assault formation, follow their colonel in a rush. This is seen by the consequent Board of Inquiry as plain cowardice in the face of the enemy. As a result, Colonel Brackenbury is demoted to the rank of Captain and his executive officer, Captain Jared Heath, is demoted to the rank of Lieutenant. As further punishment, Brackenbury and Heath, together with a few of their NCOs are transferred West, to Fort Hooker where they are to take charge of a company of misfits and rejects. The new company is designated as Company Q. On the way West, the demoted officers travel on a river-boat. Among the passengers there are several prostitutes, led by Madam Easy Jenny, who are being run out of town by the decent townsfolk. Among the girls, there is a new hire, pretty Martha Lou Williams, who is actually an undercover Confederate spy. Her task is to romance Brackenbury and Heath and find out about the new role of Company Q once arrived at Fort Hooker. As it turns-out, the task of the newly formed Company Q at Fort Hooker is to guard the gold reserves of the Union. Of course, Brackenbury and his men are incompetent. Confederate guerrillas, led by Hugo Zattig and aided by renegade Sioux chief Thin Elk and his braves, capture Brackenbury and his soldiers as they are distracted by a group of naked women swimming in a nearby river. Without their weapons, horses, uniforms and gold, Brackenbury's men must come-up with a plan to escape their Sioux captors and recover the gold. The gold, loaded on wagons, is taken by Confederate guerrillas, dressed in Union uniforms, toward the South to help the Confederacy win the war. Brackenbury and Heath have little time to escape and recapture the gold, as Union General Willoughby is due to arrive from Washington to inspect Fort Hooker and its treasure.