Stars James Stewart, Audie Murphy, Dan Duryea, Dianne Foster, Elaine Stewart, and Brandon DeWilde, with an appearance by The Waltons’ own—Ellen Corby!

Five years ago, Grant McClaine worked as a troubleshooter with a railroad construction crew near Junction City, Colorado. When ruthless robber, The Utica Kid, made off with a substantial sum of money, Grant was accused of allowing him to escape. Railroad tycoon Ben Kimball and Grant’s boss, Jeff Kurth had plenty reason to suspect Grant as being complicit in the theft. The Utica Kid is his brother! Though Ben and Grant were good friends, and Grant vehemently denied having anything to do with the robbery, Jeff fired Grant.

Down on his luck, and unable to find other employment, Grant plays the accordion for tips. Now, he’s been summoned by Ben back to the railroad headquarters in Junction City to discuss Whitey Harbin, the leader of a notorious gang of outlaws that has robbed the railroad payroll repeatedly in the last few months.

There’s no love lost between Grant, Ben and Jeff, especially since Verna, now Ben’s wife, had been Grant’s girlfriend, and when it came time to defend him against the accusations, she backed down. Still, Grant heads to Junction City. Along the way he meets Mrs. Vittle, a rough-around-the-edges cook who serves meals to miners. She tells him of a secret passage the gold miners dug as a shortcut to Junction City. Grant heads through the tunnel, and finds a young boy, Joey Adams, being attacked by Concho, a tough outlaw. Grant rescues the boy and they part ways.

Before heading to the railroad office, Grant stops into the city restaurant. He suspects The Utica Kid is responsible for the train robberies, so he chats up Charlotte “Charlie” Drew, the charming server at the counter, and The Utica Kid’s girlfriend, hoping to get a lead on his whereabouts. But Charlie assures him the outlaw has left town.

At the railroad, it’s all Grant can do to remain civil to the men and woman who destroyed his career. Since the payroll has been stolen three times, the railroad workers are getting restless. Ben offers Grant a job and an opportunity to make up for his former fumble, by going undercover aboard the train, guarding the company payroll of ten thousand dollars. Knowing the circumstances of his disreputable departure from the railroad, no one, especially the thieves, would suspect they’d trust him to carry such a sum of money. Ben and Verna urge him to take the job. Jeff insists he and his men would be aboard to make sure Grant doesn’t take off with the money. Grant bristles at the comment, and agrees on one condition: that if he succeeds, he will get Jeff’s job.

Grant expects trouble, and trouble comes as soon as he boards the train. Joey Adams takes the seat next to him, with Concho on his tail. Ben and Verna secretly board a private car. Charlie follows the train on horseback, and Ben’s accountant Will Renner, hires Mrs. Vittle to guide him through the passage, so he can catch the train further up the line. All have secrets. All have their own reasons for being on the same train as the payroll.

Watching the train make its way along the tracks is the calm, almost boyish, Utica Kid. Against The Utica Kid’s advice, hotheaded Whitey insists on going ahead with the robbery. They derail the train, but once on board they can’t find the payroll. In the chaos, Grant hides the money in a shoebox and hands it to Joey. Frustrated and angry, Whitey abducts Verna, threatening Ben that he must hand over the payroll if he wants to see his wife again. Meanwhile, The Utica Kid grabs Joey, who still has the shoebox, and Concho tosses Grant from the train down a cliff.

When he comes to, Grant figures out a way to once again clear his name and get the money back. He goes undercover again, now as an outlaw in Whitey’s gang. He knows his plan won’t be easy and it just might cost him his life, as he must hope The Utica Kid still has some love for his only brother, and won’t give him up.

Did You Know?

James Stewart starred in Destry Rides Again in 1939. Audie Murphy starred in the 1954 remake.