Suave former Texan cattleman Alvarez Kelly now living in Mexico has little interest in the Civil War except to make some money. But after a long drive to deliver cattle to the Union he finds himself kidnapped by Confederate Colonel Tom Rossiter. With the hungry troops and civilians surrounded in Richmond by the Union army the Colonel intends, one way or the other, to persuade Kelly to help steal the herd and move it into town. Confederate money has no appeal so the Colonel resorts to other means with unexpected results.