Jesse James is a famous outlaw. While many outlaws have encountered the Black Train, he feels unstoppable and tries to take on the train despite getting advice to the contrary.

When their brother Frank is killed by an outlaw, brothers Bob Dalton, Emmett Dalton and Gray Dalton join their local sheriff's department. When they are cheated by the law, they turn to crime, robbing trains and anything else they can steal from over the course of two years in the early 1890's. Trying to out do Jesse James, they attempt to rob two banks at once in October of 1892, and things get ugly