Easygoing cowboy Dempsey Rae (Kirk Douglas) and his boastful but impressionable young friend Jeff Jimson (William Campbell (film actor)), both from Kansas City, "ride the rails" into a Wyoming cattle town. They witness the murder of the train guard en-route and net a $100 reward when they reach the next town. Dempsey has a female acquaintance in town (Idonee) and both decide to stay, after being hired to work (as alleged fellow-Texans) by Strap Davis, on a 10,000 head ranch for an absentee rancher named Reed Bowman. When Bowman finally arrives, Dempsey is surprised to find that he has been working for a very attractive woman (Jeanne Crain), one who has very ambitious plans. Her plans lead to a range war with her neighbors.