Brothers Ben (Clark Gable) and Clint Allison (Cameron Mitchell (actor)) are on their way to the goldfields of Montana after serving with the Confederate Army's Quantrill's Raiders. In need of money, they decide to rob wealthy businessman, Nathan Stark (Robert Ryan). At gunpoint, they force him to go with them to a hideout where they tell him he will be allowed to leave the next day, minus his money. Stark talks them into becoming partners with him on a cattle drive from Texas to Montana using Stark's money and the Allisons' expertise. While the three are on their way to buy the cattle, their pack horse loaded with supplies falls in an icy river. They come upon a party of starving settlers who give them shelter from a blizzard. Among them is Nella Turner (Jane Russell), whom both Ben and Stark find intriguing.