Charismatic gambler John McCabe arrives in a young Pacific Northwest town to set up a whorehouse. The shrewd Mrs. Miller, a professional madam, arrives soon after construction begins and offers to use her experience to help McCabe run his business, while sharing in the profits. The whorehouse thrives and McCabe and Mrs. Miller draw closer, despite their conflicting intelligences and philosophies. Soon, however, the mining deposits in the town attract the attention of a major corporation. When they offer to buy out McCabe and he refuses, his decision has major repercussions for him, Mrs. Miller and the town.