Wolf Benson (Boothe Howard) is a ruthless outlaw in search of a new identity. After chucking innocent cowboy Gene Autry (Gene Autry) off a train, he steals Gene's luggage and takes on his identity before continuing on a murderous and merciless crime spree. And soon it's the real Autry who is arrested. But his loyal friends Frog Millhouse (Smiley Burnette) and Professor Ezekial Daniels (Earle Hodgins) bust him out, and the three go in search of Benson to clear Autry's sullied name.