Gene Autry (Himself) and Frog Millhouse (Smiley Burnette) encounter Caroline Stanhope (June Storey) who has come to town with her father, Colonel Stanhope (Eddy Waller), to enter her horse in the rodeo, hoping to clear enough money to clear the mortgage on their home back in Carolina. She ignores Gene's advice that the horse is too temperamental for the rodeo noise and commotion, and the horse sprains an ankle. The Colonel, taken by a couple of crooks, loses a thousand dollars in wagers and refuses to turn over his only asset, the horse, in lieu of the cash. Gene, wishing to help, offers Stanhope a thousand dollars for the horse but Caroline thinking Gene is in with the crooks, loads the horse in a trailer and heads back for Carolina. Gene, thinking the Stanhopes are in a scheme to beat him out of his money, takes Frog and follows them.