William Holden, Eleanor Parker and John Forsythe star in this Western set in the Arizona Territory during the United States' Civil War. When Southern Belle Carla Forester (Parker) uses her wiles to soften the heart of the hard-edged commandant of a Union prison (Holden), the distraction helps her fiancé, a rebel prisoner, escape. But in the desert, Carla and the escaped Confederates soon discover the local Indians are as dangerous as the pursuing Union Army--as Carla realizes she has fallen in love with the Union officer she tricked.