Luke Whispering Smith (Alan Ladd) is a mild-mannered policeman tasked with stopping a gang of train robbers, led by Barney Rebstock (Donald Crisp). Luke is faced with a conflict of interest when his good friend, Murray Sinclair (Robert Preston), loses his railroad job and, in an act of defiance, joins Rebstock's gang of outlaws. To make things even more complicated, Luke's friendship with Murray's ex-wife, Marian (Brenda Marshall), is becoming romantic.