In the aftermath of the US Civil War, two mercenaries find themselves working together in an uneasy alliance. "Trane" (Gary Cooper) is the more refined of the two, "Joe" (Burt Lancaster) little better than a thug, but both are good with a gun and that attracts them to the "Marquis" (Cesar Romero) who suggests to them that there's money to be made serving the Emperor Maximilian of Mexico (George Macready). To his palace they go and after some sharp shooting proves their worth, they agree to escort the "Countess" (Denise Darcey) to the port of Vera Cruz. She certainly needs an escort for the loc...