Joel McCrea stars a s a local ranch hand who risks losing his best friend and the woman he loves when forced into a showdown with ruthless cattle thieves. When Molly Wood (Barbara Britton), a well-educated Easterner, arrives in a small Wyoming town to be the new schoolmarm, the Virginian (Joel McCrea) and his best friend, Steve (Sonny Tufts), are immediately attracted to her and vie for her affection. In hopes of making quick money and against the warnings from his friend, Steve falls in with the corrupt Trampas' (Brian Donlevy) gang and is caught cattle rustling. The Virginian must choose between their friendship or upholding the severe laws of the West. When he is shot pursuing the cruel leader of the gang, he risks the loss of Molly, who is torn between fleeing the 'lawlessness of the West' and staying for the love of her cowboy.