Texas, 1878: cheerful outlaw-buddies Jim, Lorn and Wahoo rescue spunky orphan Rannie Carter from rustling racketeers, then are forced to separate. Lorn goes on to bigger and better robberies, while Jim and Wahoo are (at first reluctantly) maneuvered into joining the Texas Rangers. For friendship's sake, the three try to keep out of direct conflict, but a showdown begins to look inevitable. And Rannie, now grown into lovely young womanhood, must choose between Lorn and Jim
| Actor | Role |
|---|---|
 William HoldenJim Dawkins | Jim Dawkins |
 Macdonald CareyLorn Reming | Lorn Reming |
 Mona FreemanRannie Carter | Rannie Carter |
 William BendixWahoo Jones | Wahoo Jones |
 Stanley RidgesMajor Bailey | Major Bailey |
 Alfonso BedoyaCharley Calico | Charley Calico |
 Ray TealCantrel | Cantrel |
 Clem BevansPop Lint | Pop Lint |
 James BellIke | Ike |
| DDick FootePipes | Pipes |
| JJoe DominguezFrancisco | Francisco |
| GGrandon RhodesPhil Jessup | Phil Jessup |
| PPerry IvinsMayor Towson | Mayor Towson |
 Hank BellTexas Ranger Hank (uncredited) | Texas Ranger Hank (uncredited) |
 Byron FoulgerArtist Who Draws Reming (uncredited) | Artist Who Draws Reming (uncredited) |
 Robert MilaschBarfly (uncredited) | Barfly (uncredited) |