It is the closing months of the Civil War. Confederate officer Vance Irby (Scott) has a wacky idea to rescue the waning fortunes of the South. He will journey to the mining boom town of Virginia City, Nevada, make contact with Southern miners known to be sympathetic to the Confederate cause, and acquire $5 million of gold that they are holding. This huge fortune will turn things around for the South.
Also sent to Virginia City is Union agent Kerry Bradford (Flynn), who somehow also knows about the gold stores being held by Confederate sympathizers. His job is to stop the plot and retrieve the gold for the American government. On the stagecoach to Virginia City he meets the ravishing Julia Hayne (Hopkins), and they fall in love during the cross-country voyage. What Kerry doesn't know is that Julia is a Confederate spy who is helping her old friend Vance to smuggle all that gold to the Confederacy.
- Alcohol Hic: Kerry's goofy buddies Olaf and Marblehead do this when getting drunk at the bar.
- Artistic License Geography: A wagon train headed to California from Virginia City, NV would have been marching up into the Sierra Nevada mountains, not across the desert.
- Artistic License History: A guy reading out news headlines in Virginia City reports the capture of Vicksburg and Atlanta, two events that were actually separated by over a year. (The film is in fact set around the end of the war, after the fall of Atlanta in September 1864).
- Bandito: Humphrey Bogart gives the worst performance as a Mexican bandito ever, complete with pencil mustache and terrible accent. The thing that makes this doubly odd is that there was no reason to make his character Mexican; he could have played an American outlaw and the story would have been exactly the same.
- Based on a Great Big Lie: Starts with a peculiar title card saying that while the characters are fictional, the story of 73 Confederate sympathizers trying to smuggle out gold is true. It isn't.
- Bond Villain Stupidity: The usually clever Vance commits a cardinal error when he sees Kerry and his horse tumble down a cliff, spots Kerry in a heap at the bottom, and simply assumes that Kerry's dead. Naturally he isn't.
- The Cavalry: The cavalry swoops in to rescue the wagon train in classic style, although emotions are mixed among the Confederates, as the cavalry has saved their lives but ended their mission.
- The Chanteuse: Julia works as the star singer for a can-can revue at the local saloon.
- Chiaroscuro: An early confrontation between Vance and Kerry when Kerry's trying to escape from prison, and a latter one when Vance lures Kerry into a trap, are both very artfully lit with candles.
- Colliding Criminal Conspiracies: Vance's efforts to smuggle the gold out of Virginia City runs into Murrell's attempts to steal that gold.
- Death of a Child: Cute little 11-year-old Cobby is killed when he's run over by a wagon during the shootout at the checkpoint.
- Honor Before Reason: Kerry finds Vance's dying request to hide the gold on behalf of the former rebels so persuasive that he is willing to be executed rather than reveal where it is to his superiors.
- Imperial Stormtrooper Marksmanship Academy: The Confederate sympathizer in the smithy who tries to shoot Kerry In the Back from maybe five feet away and misses.
- Invisible President: When Julie is begging Abraham Lincoln for mercy, all we see is the back of Lincoln's head and his silhouette on the paper he's reading.
- It Works Better with Bullets: Kerry figures out that Murrell is going to try and hold up the stagecoach with the derringer he was showing them. So he surreptitiously slips the bullets out of the gun, leading to this trope when Murrell tries to use it.
- Little Miss Badass: One girl that looks like she might be about ten sees her father shot and killed, and proceeds to pick up his rifle and start shooting at the banditos.
- Ooh, Me Accent's Slipping: Bogart's horrible, horrible Mexican accent is matched only by his terrible Irish accent in Dark Victory.
- Plot Hole: How does Kerry even know about the Confederate sympathizers holding a bunch of gold in Virginia City?
- She's Got Legs: Some Fanservice from Julia and the chorus girls doing the leg-kicking thing.
- Spiritual Sequel: To 1939 Flynn vehicle Dodge City. Both are Westerns with Errol Flynn, and in fact both have mostly the same cast performing similar roles. In fact this film was originally meant to be a straight-up sequel; Dodge City actually ends with Flynn and co-star Olivia de Havilland headed for Virginia City. But after De Havilland flatly refused to appear in the sequel the story was re-written with new characters.
- Spotting the Thread: The wagon train nearly gets through the checkpoint before the Union soldier manning it sees the wagons digging deep ruts in the sand and realizes they're much heavier than they should be. He gets shot for his perceptiveness.
- Thirsty Desert: Vance's little traitorous gold caravan starts getting into real trouble crossing the desert, and things are looking grim by the time they reach a stream they were counting on only to find that it has dried up. It turns out not to matter that much as they are ambushed by Murrell before they get the chance to die of dehydration.