 Pioneers are surging westward to the Cherokee Strip, eager to conquer a new frontier, while wagonmasters Milt Dawson (Sam Flint) and his son, John (John Wayne) watch with interest. The latter is not ready to try his hand at homesteading and prefers to leading outfits safely to their destination. While John is leading the Miller-Myers party of settlers, Milt returns to a nearby town to witness the dubious advantgaes of civilization. Some of the pioneers he helped bring west, like Parson Shaw (Allan Cavan) and Tom Lewis (Murdock MacQuarrie), are struggling to bring religion and an honest work ethic to the territory, while others, like saloon proprietor Ace Holmes (Warner Richmond), open the town to murder and corruption. The honest citizens ask Milt to become the town s first sheriff. He declines but when a citizen is murdered, Milt confronts Holmes and is shot down in cold blood. John has brought the latest group of settlers through, averting a battle with a hungry gang of outlaws by befriending the leader, Kit (Alan Bridge),and leaving behind some food and supplies. John is eager to see Hannah Lewis (Muriel Evans), daughter of Tom,but his homecoming is ruined by the news of his father s death. John takes the sheriff s job and Holmes, intent on controlling the town, hies a gang of cutthroats led by Norton (Glenn Strange.) John escapes a Norton-gang ambush and faces Holmes in a showdown, but is struck down from behind. Kit and his now well-fed gang rescues John. John deputizes Kit and his men and they confront Holmes and his saloon henchies and a gun battle begins, with Johh, Kit and the outlaw deputies taking cover in the drainage ditches being dug in the main street. Lewis sets fire to Ace s saloon in the hope of smoking out the bar henchies but Norton and his gang ride in and set other buildings ablaze as the gunfight rages. Kit is killed while saving John s life and the lawful factor finally win the battle against the lawless proponents.