In the Texas backlands in 1885, twelve-year-old Joey Shipman's father dies under mysterious circumstances, and the boy is forced to live with his stepmother and Blair Meacham, a hanger-on at the farm. After the death of a black farmhand and friend, and another 'accident' that almost takes Joey's life, the boy runs away and joins forces with his only kin--Beau Shipman, a drunk and a jailbird. Beau, along with an outlaw, a San Antonio prostitute, and a sheepman, become Joey's unlikely partners as he is trailed by their murderous Meacham , in league with Joey's stepmother in their scheme to inherit the Shipman farm.