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An Old West poker player, his pal and an ex-madam meet vintage TV heroes and danger on the way to a big game.

Unaware that the Civil War has ended, Col. John Henry Thomas (John Wayne) successfully attacks a Confederate company led by James Langdon (Rock Hudson). With the remnants of Langdon's squadron fleeing to Mexico, Thomas and his adopted Native American son, Blue Boy (Roman Gabriel), gather a herd of horses and head for the border with their company, to sell them. After Langdon's caravan is captured by a Mexican general (Tony Aguilar), Thomas nobly sacrifices the horses to free them.

Uncle Jo plans to use Orville Miggs' flivver to power his own railroad and bankrupt the Hooterville Cannonball.

Charley decides it's time to quit as engineer of the Cannonball when the citizens of Hooterville seem too busy to spend any time with him.

Bobbie Jo falls for Alan Landman (Dennis Hopper), a poet and beatnik.

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.

After selling a painting, Uncle Joe thinks he's on the road to success.