When the Darcy Gang rob an army payroll from the Cimarron Bank, Darcy (Robert Lansing) and the youngest member of the gang, the Kid (Robert Random), are arrested and jailed. As Darcy is sent off to prison, Marshal Crown (Stuart Whitman) places the Kid on a horse ranch to live and work for a cagey old horse trainer by the name of Malachi Grimes (Slim Pickens), known to the locals as Grimy. Awaiting Darcy's escape from prison, the Kid begins to change his way of thinking as he becomes closer friends with Grimy. When Darcy escapes prison, he vows to come back and get even with Marshal Crown and Grimes. The Kid is faced with the decision of either helping Darcy or turning him in to Marshal Crown.
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