After a long battle with Gen. Miguel Sebastian of Mexico, Capt. McKane (Jim Davis) and his troops successfully take over a small town in Southern California. Despite the Mexican settlers' claim that the land is rightfully theirs, McKane, Sgt. Pardee (Lee Van Cleef) and a gang of mercenaries drive them from their homes. When U.S. Judge Ward Young (Louis Jean Heydt) and his lawman son, Faron (Faron Young), come to town, they're shocked by McKane's ruthless leadership and vow to set things right.