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| Chester Morris | Robert ''Bob'' Sangster |
| Lewis Stone | James ''Doc'' Underwood |
| Walter Brennan | Sam ''Gus'' Barton |
| Irene Hervey | Molly |
| Sidney Toler | Prof. Amos Snape |
| Dorothy Tree | Blackie Winter |
| Roger Imhof | Sheriff |
| Willard Robertson | Rev. McLane |
| Robert Livingston | Frank Benson |
| John Sheehan | Ed Barrow |
| Victor Potel | Buck Tooth |
| Helen Brown | Mrs. George Marshall |
| Joseph Marievsky | Pedro |
| Jean Kirchner | Baby Marshall |
| Harvey Clark | Marcus Treen |
| Virginia Brissac | Mrs. McLane |
In a town called New Jerusalem, bandits Bob Sangster, Doc Underwood and Gus Barton hold up a bank. After a gun battle with the townspeople, the three robbers retreat into the scorching desert. There, they happen upon an ill woman stranded with her child. As the mother dies, she begs the men to take care of her infant. The fugitives want to save the baby -- but to do so, they'll have to travel back to New Jerusalem, where they are wanted men.
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