Billy the Kid (Buster Crabbe) and his pal Jeff (Dave O`Brien) help their friend Fuzzy Jones (Al St. John) escape from jail, and the trio heads for Paradise Valley, where they find the Paradise Land Development Company, ran by Matt Brawley (Glenn Strange) and Jack Saunders (Charles King), is somewhat less than honest in their dealings with the homesteaders. They devise a plan to cause a split between Brawley and Saunders.