Red Ryder ''(Wild Bill Elliott)'' and Little Beaver ''(Robert Blake (actor)) '' return to Blue Springs of 1895 only to discover that the Duchess ''(Alice Fleming)'', Red’s aunt, is preparing to sell her stage coach line and marry an Englishman, Talbot Champneys ''(Ian Keith)''. Unbeknownst to them, Champneys is really a conman named Fancy Charlie, who has made a career of marrying rich women and then killing them for their money. The Duchess’ other suitors Earle Hodgins and Tom London are unhappy when her engagement to Champneys aka Fancy Charlie is announced.