Two Confederate veterans, broke and homeless, are making their way to Texas to start fresh. After comedic adventures getting into and out of trouble, just trying to make enough move to get to Texas, they witness a stagecoach robbery and manage to hold up the outlaws and take back the cash. At that point they have a difference of opinion; the "good" one Tod Ramsey (Glenn Ford) wants to give it back, the "bad" one Dan Thomas (William Holden) wants to keep it and keep going. Goodness wins out, and both are off the hook.