After the Civil War, ex-Union Colonel John Henry Thomas and ex-Confederate Colonel James Langdon are leading two disparate groups of people through strife-torn Mexico. John Henry and company are bringing horses to the unpopular Mexican government for $35 a head while Langdon is leading a contingent of displaced southerners, who are looking for a new life in Mexico after losing their property to carpetbaggers. The two men are eventually forced to mend their differences in order to fight off both bandits and revolutionaries, as they try to lead their friends and kin to safety.

A strange man named Karl Rhamarevich dies shortly after discovering a way to become even more powerful in death through telekinesis. On the night of his burial in a crypt, Julie is to spend the night there as part of an initiation rite, supervised by two other girls. The crypt becomes a scene of horror as Raymar returns to life and deploys his horrifying telekinetic powers.