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| Randolph Scott | Gil Westrum |
| Joel McCrea | Steve Judd |
| Mariette Hartley | Elsa Knudsen |
| Ronald Starr | Heck Longtree |
| R. G. Armstrong | Joshua Knudsen |
| Edgar Buchanan | Judge Tolliver at Coarse Gold |
| John Anderson | Elder Hammond |
| L.Q. Jones | Sylvus Hammond |
| Warren Oates | Henry Hammond |
| James Drury | Billy Hammond |
| John Davis Chandler | Jimmy Hammond |
Reduced to transporting gold from a distant mine to a small-town bank, retired lawman Steve Judd recruits friend Gil Westrum, who has been performing in a traveling carnival. Unknown to Steve, the restless Gil and a young drifter intend to steal the next gold transport. On the way, the men help Elsa Knudsen to break free from her zealot father and join her fiance at the mine, not realizing the consequences that await them all.
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