While filing for a divorce, beautiful ex-stripper Roslyn Taber ends up meeting aging cowboy-turned-gambler Gay Langland and former World War II aviator Guido Racanelli. The two men instantly become infatuated with Roslyn and, on a whim, the three decide to move into Guido's half-finished desert home together. When grizzled ex-rodeo rider Perce Howland arrives, the unlikely foursome strike up a business capturing wild horses.

One of the last bills signed by President Lincoln authorizes pushing the Union Pacific Railroad across the wilderness to California. But financial opportunist Asa Barrows hopes to profit from obstructing it. Chief troubleshooter Jeff Butler has his hands full fighting Barrows' agent, gambler Sid Campeau; Campeau's partner Dick Allen is Jeff's war buddy and rival suitor for engineer's daughter Molly Monahan. Who will survive the effort to push the railroad through at any cost?