Frontiersman Elias "Big Eli" Wakefield (Burt Lancaster) decides to leave 1820s Kentucky and move to Texas with his son "Little Eli" (Donald MacDonald (1950s actor)). Along the way, they run into two women who take a liking to the pair, indentured servant Hannah (Dianne Foster), who wants to go with them, and schoolteacher Susie (Diana Lynn), who would rather have Big Eli marry her and settle down. Big Eli also has to deal with villainous Stan Bodine (Walter Matthau), who cracks a bullwhip.