In turn-of-the-century Mississippi, an 11-year-old boy comes of age as two mischievous adult friends talk him into sneaking the family car out for a trip to Memphis and a series of adventures.

When his cattlemen abandon him for the gold fields, rancher Wil Andersen is forced to take on a collection of young boys as his cowboys in order to get his herd to market in time to avoid financial disaster. The boys learn to do a man's job under Andersen's tutelage, however, neither he nor the boys know that a gang of cattle thieves is stalking them.

Two hopelessly out of their class con-men attempt to pull off the largest bank heist of the 19th century — by gaining the enmity of the most famous bank robber in the world and the affection of a crusading newspaperwoman.