In the 1880s, con man Candy Johnson (Clark Gable) settles in Yellow Creek after meeting the town's beautiful and smart resident Elizabeth Cotton (Lana Turner) on a train. Candy recognizes Elizabeth's father, Judge Cotton (Frank Morgan) as a one-time con man, but the judge has turned his life around and hopes to keep Candy away from his daughter. With tips from old flame "Gold Dust" (Claire Trevor), Candy gradually takes control of the town but is brought up short by Elizabeth's plans.