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Payne and O'Keefe form an uneasy alliance when sent by the government into Mexico to try to stop a planned invasion of Texas by Napoleon III's men, who are trying to install Maximillian as the emperor of Mexico. Payne and O'Keefe attempt to expose the fraud to the loyal followers of beloved Mexican patriot Juarez so that the Mexican people will rise and throw Napoleon III's army out. Lots of action and fabulous cinematography by James Wong Howe.