In the days after the Civil War, Kit Caswell (James Best) rebels against an increasingly corrupt police force in Texas. After escaping from police custody, Kit happens upon Cole Younger (Frank Lovejoy), a killer who explains the circumstances behind his actions. The outcasts strike up a friendship and return to town to see Kit's girlfriend. Once back, Kit discovers his father has been killed. Attempting to find those responsible, he's forced to flee after he's accused of murder.