In New York City, a bank robbery of $300,000 goes unsolved for a year, until some of the marked bills are found in a Los Angeles drugstore theft. Police detectives Cal Bruner and Jack Farnham investigate and are led from the drugstore to a nightclub, where singer Lilli is another recipient of a stolen bill. With Lilli's help, the partners track down the remaining money, but both Lilli and Jack are dismayed when Cal decides he wants to keep part of it.

In the late 1880s, Colonel Carrington and his command are assigned the job of constructing a chain of forts in the Sious Indian territory of Wyoming. Carrington recruits former cavalry scouts Jim Bridger and "Dakota Jack" Gaines to lead the project. Bridger and Gaines are friendly with Sioux chief Red Cloud, and they feel a peace treaty with the Indians can be made. If an Indian-war breaks out, the cavalry is depending on getting a new type of Springfield rifle. Bridger, Gaines and Gaines wife, Maxine, arrive at the fort for the conference. Gaines, in a drunken fit, tries to intimidate the Indians unto signing a treaty. Chied Red Fox threatens war if his territory is invaded by any troops building forts.

A bored young girl looking for excitement gets involved with nude modeling, drugs and a rock band.