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The luck of Pat Brennan (Randolph Scott) is about to go from bad to worse; after gambling his horse away, he gets a ride from Willard (John Hubbard) and Doretta Mims (Maureen O'Sullivan). Soon, their stagecoach is hijacked by a trio of merciless bandits, led by the especially heartless Frank Usher (Richard Boone). As Usher holds the coach passengers hostage, Brennan falls in love with Doretta and develops a risky plan to free himself and the Mimses, leading to a bloody final standoff.

Newlywed Benjamin Taber is in town with his bride when a bank robbery goes awry, and she disappears in a chaotic shootout. Determined to find her, Benjamin seeks out the help of crusty Quentin Leech, a bounty hunter who has his own reasons for wanting to catch the outlaws. As they follow the group's trail, they receive help from several unlikely sources, including Flora Mae Pepper, the owner of a brothel that doubles as a safe haven.

In pre-Civil War Texas, naïve Karl Westover (Gary Busey) accidentally kills his brother-in-law, and heads to Mexico to escape the consequences. Along the way, he encounters Barbarosa (Willie Nelson), who is also on the run. Barbarosa teaches Karl survival skills for the desert — and how to rob. In their journey from Texas to Mexico and back again, the two men are captured by outlaw Angel Morales, and pursued by Don Braulio (Gilbert Roland), who wants Barbarosa dead.

A man travels to Hooterville to investigate a line connection.

Kate wants to hide the Hooterville Cannonball to save it from the scrap heap.

Betty Jo has finally met a man she likes, but he seems more interested in tinkering on cars than he is working on a romance.

Uncle Joe wants to cash in on the recent Beatlemania fever, by making up a girl group named The Ladybugs, starring his nieces and Sheriff Ragsdale's daughter.

Homer Bedloe returns to Hooterville with his son Homer Jr., who is a carbon copy of his dad.