The film, uncommonly for its time, spotlights the issue of racism against Native Americans and people believed to have Native American blood in the Old West. The movie is also known for problems behind the scenes. Huston often said this was his least satisfying movie.
The Zacharys are a thriving and respected family on the Texas frontier. Father Will Zachary was killed by Kiowa Indians, 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 racist 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.
Ranchers from all around gather to prepare for a cattle drive to Wichita, Kansas. An old man believed to be crazy, Abe Kelsey (Joseph Wiseman), hides in the brush nearby after claiming that Rachel Zachary is an Indian. Ben and Cash, believing the story to be a vengeful lie, try to kill Kelsey. They manage to unhorse him but he soon steals a horse from them. A small group of Kiowa appears one night, led by Lost Bird, offering to trade horses to Ben in return for Rachel, claiming that he has been told by an old white man that she is actually his sister. Soon after, the Kiowa kill Charlie while he is returning to his ranch from courting Rachel, and in her grief Charlie's mother accuses Rachel of being a "dirty Injun." Ben leads the ranchers in tracking down Kelsey and bringing him back to the Rawlins ranch to be hanged as a horse thief.
With a noose around his neck, Kelsey tells the gathered ranchers that, on a retaliatory raid against the Kiowa led by himself and Will Zachary, he found a baby and was about to kill it when Will, sick of all the killing, intervened and took the baby for his own. Kelsey claims that his own son was captured by the Kiowa and demanded that Will return Rachel in exchange for his son, but was refused. Ben tells them that Kelsey's son was actually killed in the fighting, but that Kelsey refused to believe it, inventing the story as justification for vengeance against the Zacharys. Kelsey followed them from town to town, poisoning the minds of people wherever they moved. Mattilda reacts to Kelsey's rant by striking the horse Kelsey is on, causing him to be hanged. This convinces Zeb of the truthfulness of Kelsey's story, and he and all of the ranchers turn their backs on the Zacharys.
Back at their own homestead, Mattilda admits to her family that Will had taken the Kiowa baby and brought it to her to replace an infant daughter they had just lost. Cash, unable to deal with his sister being a "red-hide nigger," abandons the family. The Kiowa return in force, demanding Rachel, who tries to save her family by going over to the Kiowa. To stop her from doing so, Ben deliberately breaks the truce by killing a Kiowa, forcing a fight to the finish. Mattilda is killed during the fighting that follows. Just as the family, almost out of ammunition, is about to be overwhelmed, Cash returns and turns the tide. Rachel, protecting a wounded Andy and aware that Ben loves her, is confronted by her Kiowa brother but kills him, thus choosing sides once and for all.
Aside from the unusual casting of Audrey Hepburn, the film is most notable for its behind-the-scenes problems. Production was suspended for several months in 1959 after Hepburn broke her back when she fell off a horse while rehearsing a scene. Although she eventually recovered, the accident was blamed for a subsequent miscarriage Hepburn suffered. According to several published biographies of Hepburn, she blamed herself for the accident and subsequently all but disowned the film, although she did complete it when she was well enough to return to work. Hepburn took the next year off work in order to successfully have a child, and returned to the screen with Breakfast at Tiffany's (1961).
In addition, Huston was constantly battling with Rick Height and his company, which was financing the movie. Height's company wanted a more commercial, less controversial, picture, while Huston wanted to make a statement about racism in America. The result is that neither got exactly what he wanted.
Huston's cinematographer of choice Oswald Morris was unavailable to do the film, which led Huston to not talk to him for several years.
Noted in the closing credits is the Roman numeral international Copyright shown as "MCMLVIX" which is the incorrect syntax for that numbering system. It should read "MCMLIX" (1959) or "MCMLX" (1960)