On the eve of retirement, Captain Nathan Brittles takes out a last patrol to stop an impending massive Indian attack. Encumbered by women who must be evacuated, Brittles finds his mission imperiled.

When the Daltons are killed at Coffeyville, gang member Bill Doolin, arriving late, escapes but kills a man. Now wanted for murder, he becomes the leader of the Doolin gang. He eventually leaves the gang and tries to start a new life under a new name, but the old gang members appear and his true identity becomes known. Once again he becomes an outlaw trying to escape from the law.