Sam Elder and ten boys he is training in a military school style environment ask Hawks to allow them to join the train for the trip to California. He has a land grant there on which he hopes to open a military academy. The boys are orphans of soldiers that fought and died under Elder in the war. The Allen family lost a boy in the war causing the father Ben Allen to try and force his daughter Millie to avoid the boy Sgt. Perks. Ben continually creates arguments with Sam. When he learns Sam won the Congressional Medal of Honor for leading the charge in which Ben's son was killed, Ben tries to kill Sam.