A trio of western outlaws Jim (William Holden), Lorn (Macdonald Carey) and "Wahoo" (William Bendix) have a life-altering experience when they rescue an orphan named Rannie (Mona Freeman). Later on, Jim and Wahoo opt to change their ways, joining the Texas Rangers, but Lorn continues down the outlaw path. Rannie, meanwhile, has developed into a beautiful young woman. Jim promptly falls in love, but Rannie is head-over-heels for the rebellious Lorn.