In Kansas City, gently-reared Sabra Cravat (Maria Schell) packs to join her new husband, lawyer Yancey "Cimarron" Cravat (Glenn Ford), in the Oklahoma land rush of 1889. On the trail, they encounter William "the Kid" Hardy (Russ Tamblyn) an old friend of Yancey's, and his buddies, Wes Jennings (Vic Morrow) and Hoss Barry (George Brenlin). The boys give Sabra a fright and a glimpse into Yancey's past. On the trail, Yancey helps Tom (Arthur O'Connell) and Sarah Wyatt (Mercedes McCambridge) and their eight children, taking them aboard their wagons.