When Deborah refuses to leave her duties as a nurse to join him at the ranch, Kip decides to go with Charlie and return to smuggling. This pleases Rouge, who has fallen in love with Kip. As they near the border, they get word that Cottrell has threatened to kill Charlie and Kip if they return to Matamoros. At Slim's suggestion, they decide to steal the shipment of guns. The men dress up as Union soldiers in order to steal the guns, but then run into Confederate soldiers who confuse them for the enemy and open fire. Lee, who suspects that Kip and Charlie are behind the attack, breaks off all connections with his two former friends. When Cottrell kills one of Kip's men, Kip resolves that he must kill him. Before he can, however, Slim warns Cottrell, who ambushes Kip. Kip avoids the ambush, but Cottrell is killed by Slim. When Kip returns to Edenton, he finds out that his fiancée has fallen for Lee. Realizing that he has lost both of his closest friends and his fiancée, he leaves with Rouge to Matamoros. After the war is over, Lee joins the Texas Rangers. While serving in Brownsville, he is threatened by his former friend, Charlie. Hoping to resolve the situation, Deb goes to Matamoros to ask Kip for help. With the help of Rouge, Deb convinces Kip to go to Brownsville. Kip gets there just in time to stop the fight, but Charlie is shot by the treacherous Slim. With Charlie dying in his arms, Kip promises Charlie that he will rebuild the Three Bell ranch. Cast Joel McCrea as Kip Davis Alexis Smith as Rouge de Lisle Zachary Scott as Charlie Burns Dorothy Malone as Deborah Miller Douglas Kennedy as Lee Price Alan Hale as Jake Everts Victor Jory as Luke Cottrell Bob Steele as Slim Hansen Art Smith as Bronco Russell Hicks as Col. Kirby (uncredited) Jack Mower as Marshal Billings (uncredited) Forrest Taylor as Jason (uncredited) Box office According to Warner Bros records the film earned $2,236,000 domestic and $1,146,000 foreign. References External links South of St. Louis at Rotten Tomatoes 1949 films 1949 Western (genre) films American Civil War films American Western (genre) films 1940s English-language films Films scored by Max Steiner Films directed by Ray Enright Warner Bros. films 1940s American films