An old, down on his luck soldier waits at a train station in Difficult Run, Virginia. A wagon pulls up and soldiers disembark. For a nip of whiskey the old soldier learns the men are to collect a deserter and take him for execution. The old soldier jeers as the younger officers hustle the man from the train into the wagon, miming a hanging and asking for the man’s boots. The wagon drives off.
Elsewhere, the wagon pulls into a garage and the prisoner is manhandled out of the back and through a door. The door closes and the prisoner straightens; the officer inside greets the prisoner and gestures him through to an inner office. Inside, a man sits with his back to the door. As the door closes the man swivels about – it is President Ulysses Grant. He addresses the prisoner warmly; the man is revealed not to be a renegade at all, but a top agent – James West. Grant comes right to the point. With inflation high in the South and carpetbaggers circling like vultures, Washington has troubles. And now a new problem: Juan Manolo.
Guerrilla raiders have attacked towns in the Southwest Territory near Santa Fe. The military fears that a full scale response would start a war, but thinks an undercover man might be able to get in and solve the problem. The raids form a pattern like the spokes of a wheel; the hub is a town called Quemada. Jim West’s cover is a rich dilettante who owns his own train. Jim takes the train to Quemada, stopping en route to collect his partner, agent Artemus Gordon – the old soldier from the train station! Jim briefs Artie on the situation. Manolo gave the settlers of Quemada a week to leave, and when they didn’t, he burned them out. Now the town is his and he is accumulating an arsenal. Gordon is to find that arsenal while West finds Manolo.
After Artie leaves Jim collects an impressive array of weapons and gadgets from secret stores in the back room of his train: a holdout derringer in a clever wrist harness, a skeleton key in the lapel of his coat, a throwing knife in the back, another derringer, a pistol and a rifle. Equipped, Jim rides for Quemada.
Arriving at Quemada, Jim passes burned out buildings and hopeless settlers, their possessions on their backs or in small carts as they trudge to new homes elsewhere. Finally Jim finds one of the few intact buildings – the emporium of Wing Fat. Wing is an obese Chinese man who sits on his porch smoking an opium pipe. He comments about the marvelous array of colors surrounding West, then directs the agent to take what he will; the prices are all marked. But Jim wants something not in the general merchandise – Juan Manolo. Wing Fat gestures Jim into his office. There West offers to cut Wing in for a percentage in exchange for an introduction. Wing Fat directs Jim to a Lydia Monteran who may be able to help. He offers Jim a token to present to Manolo. But he won’t take Jim directly to the raider, claiming cowardice.
Jim and Wing Fat proceed to the gambling parlor owned by Lydia Monteran. While West meets with Lydia, her servant arranges a game for Wing Fat – gambling is a weakness for the merchant. West knows the young woman; she remembers quite clearly how she waited for him on a hard bench, and instead the police showed up – costing her thousands in ill-gotten gains. She chases West from her parlor with several poorly aimed gunshots – and after he’s gone, deftly shoots the necks from a pair of champagne bottles. It seems her aim is better than she let on moments earlier.
Artie has no luck finding Manolo’s armory, but has noted that wagons come into town laden and leave town empty, apparently via the cemetery behind Lydia’s house. Jim and Artie meet there later. Wagon tracks tell the story – deep ruts from heavy wagons coming in, shallower ruts from lighter wagons leaving. Wagons unload somewhere in the cemetery. Finally Jim clears some brush to reveal wheel ruts in front of a large mausoleum. And the hinges are well-oiled. Opening the door, the pair immediately confronts a challenge: a pit of rattlesnakes!
Hand over hand, Jim uses the rafters to cross the pit and then pushes a large board across so Artie can follow. A bat flutters from the shadows and Artie convulses out of the way, nearly falling into the pit. Jim pulls him clear of the hazard and the men continue to a stone wall – with footprints leading to it. A bit of shoulder work forces the wall aside, revealing a passage to a large cave loaded with gunpowder, cannon, and other munitions. Steps climb the far wall to a door set near the ceiling; that door leads to another passage. Then end of it is a heavy shelf – the other side of a wine rack. Jim moves into the wine cellar and up its stairs. One wall on the top landing pivots, revealing the parlor of Lydia’s home. Manolo has stored his arsenal beneath Lydia’s home.
Jim waits for Lydia to return. When she does he confronts her, suggesting that the woman he knew would stop short of murder. She professes ignorance and he drags her down to the cellar, carrying her when she objects. She’s finally convinced when she sees the evidence. Unfortunately, while Jim was waiting, Manolo arrived and overpowered Artemus, who’s in rough shape. Manolo questions Jim for awhile but learns little, then locks him in a cell in the basement with Lydia while he ponders what to do with the pair.
In the cell Jim has Lydia watch the guards. Behind a corner, he removes the heels of his shoes and from them takes two parts of a small derringer. Bullets come from a compartment in the back of his belt buckle. The gun complete, he retrieves a smoke bomb from its butt and the skeleton key from his lapel. Keying the cell open carefully and quietly, he throws the bomb. With judo and the derringer, West overpowers a number of guards in short order, capturing Manolo. Among the items in the arsenal, Jim retrieves something familiar, and then sets a fuse to the arsenal and races out.
Gordon and Lydia ride by one route while Jim leads Manolo, tied to another horse, back to the train. As they leave the house goes up in a spectacular blast. Jim, Lydia complains, always seems to cost her – first money and now the only house she’s ever owned.
At his train Jim secures Manolo in the small back room and then enters the car’s main room. A hand in the darkness pulls the release, opening the door and allowing a gunman to enter. The hand belongs to Wing Fat. Moments later Manolo and another henchman enter from the storeroom. Jim doesn’t seem particularly surprised – fat Chinese are uncommon, and the object he retrieved from the arsenal was a token like the one Wing Fat had earlier given him. Only one man would be powerful enough to order Juan Manolo around – the real Juan Manolo, who has disguised himself as a harmless Chinese merchant, a man no one would suspect. His front man is actually General Andres de la Torres Cassinello – an ex-employee. Casinnello is useless now that the deception is uncovered. Worse, his stupidity has cost Manolo a small fortune in munitions. Wing Fat orders Manolo taken away. Moments later a shot is heard and Wing Fat opines sorrowfully that the general has fallen from the train.
Jim tries to strike a deal with Manolo: $250,000 in gold coins for a 25% partnership. But he won’t talk in front of Manolo’s men. Manolo feigns disinterest but is clearly tempted, finally ordering his men out – with instructions to kill Artemus and the girl when they appear. While he makes up his mind, he admires Jim’s custom pool table; Jim seizes on Manolo’s gambling weakness and offers him a wager: the signed title to the railcar if Manolo wins. But if the raider loses he must spare Artie and Lydia. West slides the scoring beads to start the game – outside, a set of lanterns go out.
The game proceeds. Outside, Artie arrives. Observing the lanterns are out he realizes there’s trouble inside the car and begins devising tactics. Inside the game continues until Jim scratches. As he retrieves the cue ball from the floor he switches it for a clever copy rigged to explode. Manolo realizes he cannot win and concedes – but has no intention of honoring the bet. Instead he slips a pistol from the voluminous sleeve of his gown and prepares to shoot Jim. Jim snaps the scoring wire with his cue; scoring beads fly everywhere and pop like firecrackers! Jim flips the trick cue ball so that it explodes at Manolo’s feet. This distraction starts a firefight outside, as Artie and Lydia attack the guards – with some help from the engineer, who blasts one of the thugs with steam from the engine’s boiler!
Before Manolo can recover, Jim unlimbers a needle sharp blade from his cue and spears the fat raider, who falls, mortally wounded. Manolo’s dreams of empire are over. He tells Jim he’s a hero, but “no…one…will…know…” He dies before hearing West reply, “What’s it matter?”
Jim, Artie and Lydia share champagne in the train car, as the train pulls away Jim and Lydia renew their acquaintance…
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