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Will Kane, the sheriff of a small town in New Mexico, learns a notorious outlaw he put in jail has been freed, and will be arriving on the noon train. Knowing the outlaw and his gang are coming to kill him, Kane is determined to stand his ground, so he attempts to gather a posse from among the local townspeople.
Wise-guy carnival barker Windy bilks a group of cowboys out of their money, gets caught and is forced into working off the debt on their ranch. He falls in love with Molly, the pretty owner of the ranch, but runs afoul of foreman Steve, who also loves Molly.
Slim Duane, a wandering cowpuncher in search of his stolen horse, is forced by a fugitive to exchange clothes and finds himself stranded and broke in a town. He is seen by Eben Purkiss, who mistakenly identifies him as the fugitive (Matt Holden) and rides for the sheriff.