An intriguing friendship forged between high-stakes gambler Tennessee (John Payne) and quick draw Cowpoke (Ronald Reagan) is tested when temptress gold-digger Goldie (Coleen Gray) bewitches Cowpoke into marrying her. Meanwhile, Tennessee has been maintaining an uneasy relationship with the Duchess (Rhonda Fleming), madame of a gambling establishment which serves as smokescreen to the bordello she operates. In the end, Cowpoke proves to be true-blue when Tennessee is framed on a false rap.