On the American frontier of 1874, territorial attorney general Hedley Lamarr plans to force the town of Rock Ridge out of the way for a new railroad by sending his thugs to kill the sheriff and trash the town. The townspeople demand a new sheriff from Governor William J. Le Petomane, who appoints Bart, a black railroad worker about to be executed for assaulting one of Lamarr's henchmen, as the town's new sheriff. With the help of Jim, an alcoholic gunslinger known as the "Waco Kid", Bart must overcome the townspeople's hostility and outwit German seductress-for-hire Lili Von Shtupp at her own game to stop Lamarr's schemes and save Rock Ridge from destruction.