Charismatic gambler John McCabe (Warren Beatty) arrives in a mining community and decides to open a brothel. The local residents are impressed by his confident demeanor and fast talk, but crafty prostitute Constance Miller (Julie Christie) sees through McCabe's words and realizes he isn't as sharp as he seems. For a share in his profits, Mrs. Miller agrees to help plan and run McCabe's establishment, but soon a powerful company threatens to destroy what they have built up.