When a company of lovable Civil War misfits with no particular urge to fight or die is sent to garrison a remote Western fort rather than cause more mischief, its soldiers become reluctant heroes for the Union when they Advance to the Rear. After proving themselves more a liability than an asset in the war, Colonel Claude Brackenby (Academy Award winner Melvyn Douglas), Captain Jared Heath (Glenn Ford) and their men encounter Martha Lou (Stella Stevens), a Southern spy posing as a lady of the evening, working aboard a riverboat for madam Easy Jenny (Joan Blondell). Now, these losers hilariously become heroes when they somehow save a shipment of Union gold and rout the enemy along the way.