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Moments after he is appointed marshal by Judge Ames, Barney Regan finds himself pursuing bank robbers out of town. Before Barney and his helper, Skipper Horton, catch up to them, the thieves, Spud and George, toss the stolen money to the waiting John F. Wagner, a lawyer who instructs them to pose as out-of-work cowhands. Still in pursuit, Barney shoots George, then overtakes Spud and arrests him. In town, Barney turns the wounded George over to Dr. Tom Creighton and locks up Spud. When Wagner, acting as Spud's lawyer, shows up at the jail, he and Spud overhear Barney tell Skipper that he plans to question George that evening and is on his way to look for the stolen money. Concerned that the alcoholic George might expose him, Wagner presents Tom with a much-needed microscope, then asks him to keep Barney from interrogating George until the next morning. Tom at first rejects Wagner's request but, anxious not to lose the microscope, finally agrees. While riding the trail, Barney, meanwhile, is ambushed and beaten by two of Wagner's men. Despite his bruises, Barney shows up at the doctor's office that night, but is told by Tom that George is still unable to speak. Although Barney is suspicious of Tom, he agrees to return in the morning. Late that night, as Tom is sleeping in the outer room of his office, Pills Fowler, Wagner's hypochondriac henchman, sneaks in and stabs George to death with Tom's scalpel. With George out of the way, Wagner is able to secure Spud's release, but his plans are again complicated when a guilt-ridden Tom returns the microscope and announces that he is telling all to Judge Ames. Determined to keep Tom quiet, Wagner orders Pills to follow Tom and kill the judge with one of Tom's scalpels. Pills kills Judge Ames moments after Tom leaves him, but Tom is able to pursue him into the hills. In turn, Barney and Skipper follow Tom, and Barney is shot by a hidden Pills, who immediately rides away. Because neither Barney nor Skipper saw Pills, Tom is found guilty of killing the judge and attacking Barney. Although Barney is obligated to jail Tom, he comes to believe in his innocence and allows him to escape. Sure that he will seek evidence to clear himself, Barney follows Tom, who follows Pills as he rides to Wagner's house. The armed Tom tries to jump Pills, but the outlaw anticipates his attack and holds him at gunpoint. Barney then takes Pills by surprise, but as Pills is about to confess his crimes, Wagner and his other men burst in and take Barney and Tom hostage, intending to frame them for a freight wagon robbery. The next day, Wagner and his men entrust Pills to guard Barney and Tom, while they go off to rob the freight wagon of its money shipment. After Tom and Barney trick Pills into taking some sleeping pills, they escape and race to stop the wagon ambush. A fierce gunfight ensues, during which Wagner tries to flee with the money. Barney overtakes Wagner and, when the thief draws his gun on him, shoots him. Later, Skipper and Barney present Tom with a microscope, a gift from the grateful townspeople.