Though he fought for the North in the Civil War, John is asked by the Governor of Texas to get rid of some troublesome carpetbaggers. He enlists the help of Holden before learning that Holden too is plundering the local folk.

John Wayne
as Captain John Ashley

Ann Rutherford
as Virginia Terry

Cy Kendall
as Adjutant General Benedict Holden

Bob Kortman
as Captain Hays

Fred 'Snowflake' Toones
as Snowflake

Sam Flint
as Governor of Texas

Dennis Moore
as Dick Terry

Jim Toney
as Jed Calicutt

Etta McDaniel
as Mammy

Yakima Canutt
as Bull Horrell