The Zacharys are a thriving and respected family on the Texas frontier. Father Will Zachary was killed by Kiowa Native Americans in the United States, leaving his oldest son Ben (Burt Lancaster) as the head of the family. Both Ben and his mother Mattilda (Lillian Gish) are very protective of the Zacharys' adopted daughter, Rachel (Audrey Hepburn), while her other brothers, Cash (Audie Murphy) and Andy (Doug McClure), treat her as they would any sister. The family is supported by their closest neighbor, Zeb Rawlins (Charles Bickford), the patriarch of a family, whose shy son Charlie (Albert Salmi) wants to marry Rachel. Ben, long aware that she is not actually his sister, loves Rachel and is reluctant.