Steve Upton (Randolph Scott) is a devoted lawman who tries to keep order in the small town of Red Valley, Utah. Upton's best friend, Cheyenne Rogers (Glenn Ford) was once an outlaw but under Steve's guidance has gone straight and tries to earn an honest living. While Rogers is in town to pay Upton a visit, the local bank is robbed, having been secretly masterminded by corrupt banker Stanley Clanton (Porter Hall) and the livery stable's boss, "Uncle Willie" McLeod (Edgar Buchanan) and with the help of ruthless gunman Jack Lester (Bernard Nedell) who shoots three innocent men. Rogers becomes the prime suspect when Lester reveals to the town his outlaw past. Though Rogers is quickly convicted, Upton is convinced his friend is innocent and the sheriff helps the former outlaw break out of jail. Together, they hit the trail to find the real culprits, prove Roger's innocence and clean up the town.