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It is the old west and the Dillon clan are making life miserable for a small Western town. Sweetheart Nell (Christine McIntyre) and her dashing but dimwitted boyfriend Elmer (Jock Mahoney) rushes off to find help. Meanwhile, cavalrymen the Stooges are making life miserable for superior, Sergeant Mullins (Dick Wessel). Mullins tries to whip the boys into shape, but his plan backfire and has a run-in with his superior, Captain Daley (Emil Sitka). Daley informs Mullins about the Dillion clan's evildoings, and needs some men to run them out of town. Mullins does not miss a beat, and volunteers the unsuspecting Stooges.