South of St Louis 1949 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, whos 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 Cottrells 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 Cottrells ex henchmen, including Slim Lee is disbanded from the army and joins the Texas Rangers in Brownsville This puts him at odds with Charlie whos involved in a variety of shady businesses Lee is the only lawman in Brownsville whereas Charlie has Cottrells 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