It's 1865 in Missouri and the Civil War has just ended. Reb soldiers Hollis and Matt flee from Union soldiers that want to imprison them. Hollis then frees a black man named Duncan from a lynching and they become a trio. Later when Holllis wins a lot of money at the pool table and Matt doesn't get any, the two soldiers become enemies. This leads to a showdown between Hollis and Duncan against Matt and the men he has brought in to get that money.