Frances Graham, a wealthy cultured woman, arrives in Medicine Bow and uses the ruse of being thrown off her horse to gain the friendship of The Virginian. She wants him to take her into the badlands to the hideout of Michael O'Rourke who was the foreman of Shiloh before The Virginian and still a close friend of The Virginian. Michael is now the leader of an outlaw gang but he does not sanction killing. Frances is looking for Eddie Thorpe who she says is her husband and believes he killed a man but the man is alive. The Virginian takes Frances to Michael but when they arrive they learn Frances is after Eddie for the death of her daughter and tries to kill him. Michael searches for the truth and at the same time he develops feelings for Frances. Frances and the Virginian leave and Michael decides it is time leave the gang, turn himself in at Shiloh, and work toward a better future perhaps with Frances. However, Eddie is given the mistaken idea Michael plans to kill him at the hideout ...