The well-off Caroline Witman (Joan Freeman) and her Aunt Grace (Lillian Bronson) visit Medicine Bow on their way from San Francisco to New York. Caroline falls in love with the Virginian who generally ignores her but a Shiloh hand, Jefferson Tolliver (Dick York), becomes smitten with her and she encourages Tolliver's advances in order to make the Virginian jealous. Tolliver's ambitions are thwarted by a lack of money and when he catches an unemployed hand rustling cattle, rather than turn him in, he joins him in crime. However, they end up murdering a ranch hand and this eventually leads to a penultimate confrontation between Tolliver and his friend, the Virginian.