In a move arranged by Governor Francis Lubbock of Texas (Grandon Rhodes), Union Army spy Whitney Randolph (Dennis O'Keefe) and Texas Ranger Capt. Todd Croyden (John Payne) are on a joint mission to talk to a would be Pancho Villa, General Liguras (Thomas Gomez), who is being encouraged to attack Texas by the manipulative Basil Danzeeger (Fred Clark) - who is in actuality an agent of Maximilian! Liguras is dreaming big dreams of reconquering the Lone Star State for Mexico, but he doesn't know he's being played for a sucker and that neither the USA or the CSA is going to stand for it. Complicating matters is the beautiful but unhappy Madeline Danzeeger (Rhonda Fleming) who catches Croyden's eye and is in an unhappy marriage. Croyden must work to keep Texas safe but runs afoul of Danzeeger - who eventually ties Payne to several horses in the movie's most famous scene.