Billy the Kid (Bob Steele) and his friends Jeff (Carleton Young) and Fuzzy (Al St. John) are on the run.

They make it to Paradise Town, where the trio witnesses the murder of Marshal Mason (Stanley Price).

Fuzzy poses as the marshal and rides into the town, which is now ruled by a gang led by Burke (Curley Dresden) under orders from a prominent businessman in Paradise.

Along the journey, they befriend Mexican secret agent Lopez (Julian Rivero), who is posing as a bartender.

As the plot thickens, it is revealed that the true mastermind is Hardy, who plans on buying up all the local property to dig a smuggling tunnel to Mexico.