Eve's sister Lilith (Debbie Reynolds) chose to go back East but after some years finds herself touring in St. Louis, where she and her troupe are hired to perform trendy acts at the Music hall. She attracts the attention of professional gambler Cleve Van Valen (Gregory Peck). After overhearing that she has just inherited a California gold mine, and to avoid paying his debts to another gambler (John Larch), Cleve joins the wagon train taking her there. Wagonmaster Roger Morgan (Robert Preston) and he court her along the way, but she rejects them both, much to the dismay of her new friend and fellow traveler Agatha Clegg (Thelma Ritter), who is searching for a husband.