Wounded Bill Strode arrives in camp looking for Flint. Strode, who saved Flint's life in Abilene, asks Flint to help him get to Fort Kearny. Flint learns the itchy Strode is being hunted by bounty hunter Earl Packer and Strode has changed.

Retired Captain Sam Elder and ten boys join the wagon train on their way to California. The boys are orphans of soldiers that fought and died under Elder in the war. he hopes to open a military academy. Hitching a ride was all he thought he was involving the boys with until he meets one man on the train with a secret resentment.