In 1867, an ex-Confederate general, Jackson Hardin, still holds a grudge against the Union. He and his legendary "Floating Outfit" refuse to let the ravages of war dictate how they'll live in the impoverished South. Across the Rio Grande, a French army divides the occupied Mexican nation and casts an avaricious glance on the weakened American states. It's up to Hardin and his "guns of honor" to stave off these would-be occupiers.

A feisty woman struggles to keep her ranch from being stolen by a greedy and unscrupulous land-baron named Malick. A trio of young men comes to her aid Dusty Fog, the "Kid," and Miguel. They are later joined by a fourth man named Mark, who switches allegiance away from Malick, and then by the local Sheriff who's finally forced to stand up to the local tyrant.