In 1910, John Flinders is warden of Red Rock Territorial Prison, in Arizona. When a condemned man's last request brings Flinders into contact with the man's widow, Flinders finds himself falling in love. Meanwhile, a new convict, Mike Sullivan, turns out to be an old friend of Flinders'. They talk over old times, but it's clear that Sullivan has plans to leave the prison before his time is up. When those plans come to pass, Flinders sets out to re-take his old pal.

Two bumblers, failures as businessmen and air raid wardens, stumble across a nest of Nazi saboteurs bent on blowing up the local magnesium plant.