Union Colonel Brackenby (Melvyn Douglas) and his second-in-command, Captain Heath (Glenn Ford), attempt to command a rather inept cavalry unit during the Civil War. General Willoughby (Jim Backus) heads them out West on assignment rather than allowing them to foul things up where it counts. They soon get involved with Martha Lou, a confederate spy (Stella Stevens) posing as a prostitute, and her boss, Jenny (Joan Blondell) as well as a group of renegades and an Indian chief. In spite of their ridiculous slapstick antics, they manage to carry out their mission. This comedy was based on Company of Cowards, a novel by Jack Schaefer.