During the mid 1860s brothers Dick and Jim Marston are drawn into a life of crime by their ex-convict father Ben and his friend infamous cattlethief Captain Starlight. Making their way to Melbourne with the proceeds of a recent raid the brothers meet and romance the Morrison sisters Kate and Jean whom they eventually marry; but just as they are poised to start a new life in America Captain Starlight and his gang arrive in town planning a raid at the local bank.