Though he fought for the North in the Civil War, John is asked by the Governor of Texas to get rid of some troublesome carpetbaggers. He enlists the help of Holden before learning that Holden too is plundering the local folk.
| Actor | Role |
|---|---|
 John WayneCaptain John Ashley | Captain John Ashley |
 Ann RutherfordVirginia Terry | Virginia Terry |
 Cy KendallAdjutant General Benedict Holden | Adjutant General Benedict Holden |
 Bob KortmanCaptain Hays | Captain Hays |
 Fred 'Snowflake' ToonesSnowflake | Snowflake |
 Sam FlintGovernor of Texas | Governor of Texas |
 Dennis MooreDick Terry | Dick Terry |
 Jim ToneyJed Calicutt | Jed Calicutt |
| EEtta McDanielMammy | Mammy |
 Yakima CanuttBull Horrell | Bull Horrell |
 Lloyd IngrahamTucker | Tucker |
 James A. MarcusMayor | Mayor |
| RRodney HildebrandtCavalry Captain | Cavalry Captain |
 Eugene JacksonHarmonica Player / Dancer | Harmonica Player / Dancer |
 Floyd ShackelfordArmstrong | Armstrong |
 Nina Mae McKinneyDancer (uncredited) | Dancer (uncredited) |
 Bob BurnsJeff Pruitt | Jeff Pruitt |