During the Civil War a Union Army general officer has a comfortable encampment and a pleasant "agreement" with the enemy: every morning his company fires at them, they fire back, and no one gets hurt. When finally he is ordered to attack, his horse bolts and charges to the rear with the infantry following. As punishment for his apparent cowardice he is put in charge of a company of misfits and sent west to Indian Territory. Through an error, the fact that his unit is replacing one that is protecting Union gold has been overlooked. The men journey westward by riverboat and are joined by a group of camp followers led by Easy Jenny and including Martha Lou Williams, a Confederate spy. A romance develops between Martha Lou and Capt. Jared Heath, though he perceives her devious purpose. Her efforts to obtain information while retaining her virtue result in the misfits' losing their horses, their pants, and the Union gold to a group of renegades and then undertaking a countercharge in their long underwear. They lose their weapons but use their eccentric talents to defend themselves, and they save the gold by building and using a catapult.