Set in winter in the Old West. Charismatic but dumb John McCabe arrives in a young Pacific Northwest town to set up a whorehouse/tavern. The shrewd Mrs. Miller, a professional madam, arrives soon after construction begins. She 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, which wants to buy out McCabe along with the rest. He refuses, and his decision has major repercussions for him, Mrs. Miller, and the town.

During WW2, an American soldier in London decides to impress his English girlfriend by acting as an American gangster. The act soon turns deadly.