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| Randolph Scott | 'Sheriff' Steve Upton |
| Glenn Ford | Cheyenne Rogers |
| Claire Trevor | Countess Maletta |
| Evelyn Keyes | Allison McLeod |
| Edgar Buchanan | Uncle Willie McLeod |
| Raymond Walburn | Judge Cameron |
| Guinn Williams | Nitro Rankin |
| Porter Hall | Stanley Clanton |
| Joan Woodbury | Sundown (uncredited) |
| Bernard Nedell | Jack Lester (uncredited) |
| Irving Bacon | Dan Walters, Bartender (uncredited) |
| Glenn Strange | Lem - Jack's Gang Member (uncredited) |
| Ethan Laidlaw | Cass - Jacks' Gang Member (uncredited) |
| Slim Whitaker | Tolliver - Jack's Gang Member (uncredited) |
| Edward Pawley | Deputy Blackie (uncredited) |
| Chester Clute | Tim, Hotel Clerk (uncredited) |
| Francis Ford | Hank (uncredited) |
| Charles King | Outlaw (scenes deleted) |
Sheriff Steve Upton is a devoted lawman who works tirelessly to keep order in his small town, nestled within the Utah territory. So, when Cheyenne Rogers, an old friend with a criminal past, rolls into town, Upton is immediately on edge. Cheyenne assures his pal that all that's behind him now. But when the town bank is robbed, Cheyenne becomes the locals' number one suspect. He'll have to prove his innocence to save himself and his friend's reputation.
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