Dusty and the gang stumble upon the town of Puddle Flats. There Mr Brookhaven finds water and comes up with the idea of turning Puddle Flats into a metropolitan city. He changes the name of Puddle Flats to Brookhaven, USA and appoints Mr Callahan as Sheriff and Dusty as deputy. While all this is going on strange things are happening, a rock almost hits the Brookhaven's, a barrel of gunpowder is lit and other strange things. They then see who has been doing this, a prospector already claimed the town. Mr Brookhaven ends up buying it from him. He sends Mr Callahan to get to a notoriety to get the town legally his.

While he is gone Dusty is made as acting Sheriff. He wants to do everything by the book so he sees Betsy taking dirt from Lulu's saloon so he arrests her. He then arrests Lulu for threating him. Next the Brookhaven and then finally Andy. While this is going on Mr Callahan meets up with two men from the army. He tells them about Puddle Flats and they say that the army has been o