 Gene Autry (Gene Autry) hunts bank robbers Al Bartlett (Kenne Duncan) and Trot Lucas (Gregg Barton) with his old friend Mike (Pat Buttram). Bartlett, to throw off his pursuers, kills Trot and his own brother. When Kitty Bartlett (Anne Gwynne) comes to town claiming to be the slain Bartlett s widow, Gene has to save her from the irate townspeople who are not aware that her name isn t Bartlett but she really is the daughter of a law officer slain by Al Bartlett. Ben Luder (Alan Hale Jr), a local hood, tricks Bartlett back into town by saying he has to fixed to have Doc Larry Taylor (Edward Norris) do plastic surgery on him. En route they meet Doc and his assistant Helen Ellis (Lynne Roberts) and Ben s ruse is exposed. Bartlett kills Ben and forces Doc to drive him to the railroad. Gene, in a fight atop a runaway train, captures Bartlett.