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Middle-aged Civil War veteran Will Jesse meets friends Grady and Ben Young and hired guns Calhoun and Sam Turner to await the arrival of Lane in the small town of Liberty, Texas.  When Lane arrives on the train a day late, the men are taken aback to find him with a pretty, young woman whom he introduces as their new employer, Mrs. Lowe.  Expecting Lane’s summons as a return to a life of excitement and danger, Grady, an old friend of Lane's, protests, as does Calhoun who was promised sizeable earnings in signing on with Lane.  Annoyed by the men’s misgivings, Lane refuses to explain until that night at the saloon.

There, Lane tells the men they are to retrieve a gold shipment stolen from a train five years earlier by a gang of ten led by Matt Lowe, Mrs. Lowe’s husband.  Lowe hid the gold in Mexico, but was killed before he could retrieve the fortune.  Excited at the prospect of half a million dollars worth of gold, the men are heartened until Lane explains that only Mrs. Lowe knows the location of the gold and wishes to return it to the Wells Fargo bank in order to clear her husband’s name for their young son.  When the men respond with disappointment, Lane hastily states that there is a $50,000 reward for the return of the gold.  Lane adds that while two of the gang died before Lowe, seven men remain and have been searching for Mrs. Lowe and the gold for five years, so he and the men must provide her protection.

Later, when Lane goes to the hotel, he fails to notice a well-dressed man sitting outside in the dark smoking a cigar.  The next morning after calming an unruly pack mule loaded down with dynamite, the men all gape at Mrs. Lowe, who appears in riding pants and a tight shirt with her long hair flowing.  Lane explains that it is best Mrs. Lowe’s presence be obvious, so they will not come under attack until they reach the gold.  A few hours after the group departs, a train arrives in Liberty carrying twenty riders in pursuit of Mrs. Lowe.

That night after setting up camp, Lane and the men prove solicitous to Mrs. Lowe, who is amused and surprised at their diffidence.  When she asks about Lane’s relationship with the others, Jesse explains that he and Grady served in the Civil War under Lane and were the survivors of a terrible battle at Vicksburg.  Mrs. Lowe is surprised when Jesse reveals that Lane befriended Ben after shooting him to prevent him from participating in a bank robbery and admits that Sam and Calhoun are still strangers.

The following morning, Lane berates Calhoun for falling asleep on guard duty, allowing the pack mule carrying the dynamite to be stolen.  After riding most of the day, the group arrives in a small town where they hear a mule offering resistance to several men.  Translating the Spanish discussion, Lane informs the group that the thieves hoped to use the dynamite on the mule to free jailed compatriots, but they have been unable to handle the rambunctious animal.  After reclaiming the mule, Lane and the others proceed until nightfall, still uncertain how large the party is following them.  That evening sitting apart from the others with Lane, Mrs. Lowe admits to having doubts about her decision and wonders if she should simply keep the gold.  When Lane points out that she would indeed be rich, but her son would have thieves for parents, Mrs. Lowe laughingly agrees.

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The next day, upon crossing a river, Mrs. Lowe falls off her horse and, not realizing that she cannot swim, the men are slow in coming to her assistance.  Later, attempting to comfort the cold, wet woman, Lane offers her whisky and the two get drunk.  The next morning, after Mrs. Lowe angrily accuses Lane of purposely getting her inebriated in order to find out the exact location of the gold, Lane, disgusted by his own behavior, announces his intention to turn back.  Just then, the group spots a line of men on horseback watching them from the opposite ridge and Lane guides them hastily into a mountain pass.  Perplexed, Jesse asks Lane why he is running from a fight and giving up when they have come so far.

Angered, Lane takes Mrs. Lowe aside and demands to know the exact location of the gold, which she admits is in the boiler of a train engine abandoned in the Mexican desert.  Following a sandstorm, the group again spots their pursuers on a nearby hill, but when Lane pointedly displays Mrs. Lowe to them, shots ring out and the group panics and flees.  The men on the hill also receive fire and take cover.  Unknown to both camps, the man with the cigar has been following them and fired on each to prevent a conflict.  Reaching the half-buried train engine, Lane’s men work on unearthing the cargo box.  Knowing that since the gold has been located, their pursuers will not hesitate to attack, Lane decides to use the old engine as cover and wait.

Late that afternoon, the assault begins, but the engine offers solid protection and Lane and the others kill ten of their attackers.  That evening, Lane arranges to sneak into the enemy camp and set off a diversion with dynamite in order to chase the horses away.  Despite Ben receiving a leg wound and fumbling the dynamite, the plan is successful and before dawn, Lane and the others slip away.  Uncertain whether the survivors will rally to resume the chase, Lane drives the group hard and by nightfall of the second day they reach Liberty.  Suspecting that their pursuers may have arrived ahead of them, Lane leaves Ben to guard Mrs. Lowe while he and the others surround the saloon.  Attacked the moment they enter the saloon, the men scatter and during the ensuing gunfight, the attackers set fire to the hotel, under whose porch Ben and Mrs. Lowe are hiding.  While Grady, Calhoun and Sam provide covering gunfire, Lane and Jesse hurl the last of the dynamite at their enemies as Ben pulls Mrs. Lowe to safety.

The next morning Lane and the others escort Mrs. Lowe and her suitcase of gold to the train where Jesse announces that the men have decided to let her keep the reward money for her son.  Touched, Mrs. Lowe thanks the men for their kindness and protection, then boards the train.  As the men walk away, the man with the cigar greets them from the back deck of the caboose and informs them that he is a Pinkerton agent working for Wells Fargo, and has been tracking the stolen gold for five years.  As the train is pulling out, the Pinkerton man relates that he witnessed Lowe’s murder at a brothel as did the woman they know as Mrs. Lowe, whose real name is Lilly.  Before entering the train car, the Pinkerton man calls out that Lowe was never married and had no children.  Thunderstruck, the men gape at the departing train until Lane gallops by, announcing that he is off to rob a train.