In Missouri during the Civil War, the Three Bell Ranch belonging to Kip Davis, Charlie Burns and Lee Price is destroyed by Luke Cottrell and his guerrilla raiders. Cottrell plunders the region for personal gain rather than in the name of the Union, as he claims. Driven from their land, many settlers move to Texas, still a neutral territory. Kip, Charlie and Lee go to Brownsville, Texas, looking for Cottrell. After a fistfight between Kip and Cottrell, Cottrell is told to leave Texas. While Lee decides to join the Confederate army, Kip and Charlie try to raise money to rebuild their ranch. Eventually, they get involved in smuggling arms for the Confederacy, bypassing the blockade imposed by the Union. This lucrative enterprise brings them into conflict with Cottrell who, after leaving the Union cause, is also smuggling guns out of Mexico. After a series of conflicts, crosses and double-crosses between Cottrell and the three friends, the Confederates capture Brownsville.