| John Wayne | Quirt Evans |
| Gail Russell | Penelope Worth |
| Harry Carey | Territorial Marshal Wistful McClintock |
| Irene Rich | Mrs. Worth |
| Bruce Cabot | Laredo Stevens |
| Lee Dixon | Dixon |
| Stephen Grant | Johnny Worth |
| Tom Powers | Dr. Mangram |
| Paul Hurst | Frederick Carson (Worth's neighbor) |
| Olin Howlin | Bradley - Town Telegrapher |
| John Halloran | Thomas Worth |
| Joan Barton | Lila Neal - Saloon Singer ("The Western Nightingale") in Red Rock) |
| Craig Woods | Ward Withers |
| Marshall Reed | Nelson - Quaker Blacksmith |
| Hank Worden | Townsman (uncredited) |
| Pat Flaherty | Baker Brother (uncredited) |
Quirt Evans, a cowboy on the run, is injured when his horse stumbles near a Quaker family's land. The family takes him in as he regains his health, and he falls for their young daughter, Penelope . As Quirt falls deeper in love and becomes accustomed to the family's peaceful ways, his violent past starts to catch up to him. Eventually he is forced to decide whether it is worth letting go of his turbulent former life for his future with Penelope.
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