A Sioux chief, Running Horse, leads the Sioux in attacks against gold prospectors in the Dakotas. In response, the U.S. government has built forts and sent soldiers in to deal with the uprisings. Bret is heading out with two soldiers, Sgt. Baines and Corporal Willie Daggott, who are “escorting” him from Fort Burnside to Fort McKitrich to face a board of inquiry for flirting with Colonel Parkinson’s wife. As they leave, Baines notes that most of Parkinson’s men are out chasing Running Horse, and the Sioux Nations have called a parley to deal with the prospectors.
Once they’re gone, Running Horse orders his men to attack Fort Burnside. After wiping out the soldiers, Running Horse meets with the other chiefs and takes them to Fort Burnside to see how he’s dealt with the white man. He promises that with their additional forces, he can drive the white men off for good. Running Horse orders one of his braves to take down the American flag. As he does, a dead soldier reflexively twitches, firing his gun and killing down the brave. A bugle sounds and the gates of the fort slowly close. The Indians hastily ride out.
Bret, Baines, and Daggott leave to Fort McKitrich and Running Horse orders his men to attack. Baines hears the gunshots and the three men ride back. However, there’s nothing they can do but watch as the Indians climb over the walls and kill the soldiers. Once the Indians leave, Baines proposes that they go into the fort to find survivors, but Bret warns him that nobody could have survived. He says that he’s just a civilian and Baines agrees, but asks for Bret’s word that he’ll go to Fort McKitrich. Bret immediately does, and Baines notes that if the Indians could come back, they could catch Bret in the open. He then asks Bret to tell the general at Fort McKitrich about the massacre.
As Baines and Daggott approach the fort, they hear a horse behind them. They ambush the rider: Bret. He says that he decided to put off facing the board of inquiry. The three men enter the fort and head for the barracks. When they go inside, Daggott panics and shoots a cat. Bret goes to check the wall to make sure the Indians didn’t hear the shot, and Baines assures Daggott that he won’t report him and that he can still get his discharge in a month and a half.
Bret checks the walls while Daggott prepares to camp for the night in the barracks. He reports back to Baines, who figures that Running Horse will return with his chiefs in the next 12 hours to show off his success. When Bret decides to leave, Baines declares a state of emergency, takes Bret’s weapons, and holds him prisoner. Baines then sends Daggott out to patrol the area. Bret asks if Baines plans to sell their lives and the sergeant says that they have to stop Running Horse and save lives on both sides. When Bret realizes that all they have to do is hold the fort until the regiment returns from patrol, he gets and asks Baines if he wants to celebrate a holiday early.
That night, Running Horse and the Sioux chiefs return to Fort Burnside and Daggott spots them. He runs to tell Bret and Baines, who are positioning arrows on each other. Bret has donned a cavalry uniform and tells Daggott not to panic. The three men go outside and Bret shows Daggott the wheel to the gate. He tells Daggott to start turning it three seconds after he hears a gunshot. Baines lies over a trough, a bugle in his hand, and Bret lies down in another position. When Running Horse and the chiefs ride in, one of the braves prods Bret. When the brave takes down the flag, Bret shoots him dead. Baines plays the bugle and Daggott starts to close the gate.
The frightened Indians ride out and Bret congratulates the others on playing their parts and they go to the wall to confirm the Sioux are riding away. However, Baines warns Bret that they could return, and Bret assures him that he’s already thought of something.
Back at the camp, Running Horse protests the cowardice of the other chiefs and insists that living men were responsible. He promises to return tomorrow morning, insisting that the council was to last three days and they have two days left. Running Horse tells them that if he can’t explain what happened in three days, they’re free to go. The chiefs agree to abide by their promise and go back with Running Horse to the fort.
The next morning, the Sioux approach Fort Burnside and see two soldiers patrolling the walls. It’s Bret and Daggott, wearing whiteface with arrows stuck into their clothing. Baines plays the bugle and raises the flag, and the chiefs order their men back. Running Horse reluctantly goes with them. That night, one of the chiefs tells Running Horse that the council is over. He insists on one more day but the chief warns that they can’t conquer ghost soldiers. However, the chief grants Running Horse his last day.
Running Horse goes to the fort and secretly climbs the walls. He makes his way to the barracks and sees Daggott on patrol. The Sioux warrior knocks him out and takes him back to the council, and shows them that the “spirit” bleeds and feels pain. Meanwhile, Baines discovers that Daggott is gone and figures that the Indians captured him.
The next morning, the chiefs tell Running Horse that they’ll ride to the fort. Running Horse tell his men to take Daggott with him so that he can die with the others. Meanwhile, Baines worries about what happened to Daggott but Bret says there’s nothing they can do. The sergeant admits that he’s happier than he would have been at the New Jersey fish market. Bret suggests that they run now that the Indians knew they were tricked, but Baines points out that someone is approaching. However, it’s the returning regiment, led by Lt. Jennings.
Jennings asks to see Parkinson and Baines brings him up to speed. Jennings, undeterred, then tells them that the rest of the regiment won’t be back for at least three days. Bret asks Jennings if he understands the situation and that hundreds of angry Indians will be riding in. Jennings dismisses his concerns and tells his troops that Fort Burnside must be held at all costs. Bret and Baines listen and decide to try and convince Jennings one more time. Bret says that the odds are against them and they should try another game. Jennings wonders if he’s suggesting they run, and warns that the fort is under observation and could easily be caught in the open. Bret disagrees and asks to have Baines escort him to Fort McKitrich. Baines says that he’ll stay.
Before Bret can leave, the Sioux are spotted out on the plain. Jennings and the others confirm the Indians are just sitting there. Bret figures they’re still a little spooked and suggests that they produce a few more ghost soldiers. Jennings warns that it won’t work again. Meanwhile, Running Horse puts Daggott on a horse, places a white bandana on his head, stabs him in the back with a spear, and sends the horse to the fort. The gates open and the horse trots in, and Running Horse orders an attack.
However, a few seconds later the gates open on their own and the horse trots back out. Bret rides out, posing as Daggott, after Jennings volunteers him as the only civilian. Running Horse orders the attack but the chiefs hesitate. Bret than pulls the spear from his back and rides toward them, throwing the spear. Running Horse charges him and Bret falls to the ground to avoid the blow. The warrior realizes that he’s been tricked and rides to the attack again and again. Bret manages to grab the spear and stab Running Horse with it, and the warrior’s horse takes him back to the chiefs. Baines plays the bugle as the chiefs ride off and Bret goes back into the fort.
Back inside, Bret faints with relief. The soldiers wake him up and Jennings thanks him and tells him that he’s free to go. Baines assures him that he’ll be going with him, but admits that Bret will get away from him along the way.
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