It is 1861. The Confederate forces of Sterling Price and Calib Jackson are fleeing federal forces after the Battle of Booneville. The Union Army seeks to keep them from reaching Arkansas and an eventual linkup with a sizeable southern army. The confrontation comes at Carthage. Two six-pound cannons and one twelve-pounder, under the command of Captain Hiram Bledsloe, stop the Union advance until the southern forces can get organized. The Confederates regroup and make a camouflaged flanking movement with 2,000 unarmed men. The Union troops withdraw.