In a superbly staged sequence of the massing of the cowboys and wranglers, steeple bells and ranch bells sound across the cattle kingdom as ranch hands and cowboys assemble. The riders move across the landscape, filling the screen with excitement and action. They assemble at the McCanles ranch and then ride after the Senator on his white horse, his green cape flying behind him. Reluctantly, Jesse is at his father's side.

In a classic battle line confrontation, the side supporting the railroad (protecting the homesteaders) lines up on one side of the fence. On the east boundary side of the fence, the Senator lines up with other cowboys and cattle baron facing the train, belching black smoke. Across the fence, the Senator is met by Lem Smoot (Harry Carey), lawyer and lawman, and railroad president Mr. Langford (Otto Kruger). McCanles ignores the legal statements or documents read to him, threatening instead with his weapons if any more rail ties are put down or if the fence is cut.

Son Jesse wants to reason, ultimately siding with the railroad against his father. He even threatens to cut the fence wire with wirecutters, vowing: "I'd rather be on the side of the victims than of the murderers." His father warns him that they will open fire "on those coolies" the moment the wires are cut. Just then, regiment troops of cavalry draw up between the cowboys and the railroaders to restore order, summoned by Langford. McCanles must back down, while staring at the American flag:

I once fought for that flag. I'll not fire on it.

The Senator orders his men back to work, and then orders son Jesse to leave Spanish Bit for as long as he lives. McCanles refuses aid from his son when dragged by his horse, calling him a "Judas." The fence wires are cut as the railroad expands further.

The next scene opens on a muggy, overcast afternoon, with a long shot of a lightning bolt striking a distant hilltop, as Lewt returns to the ranch. He finds the house empty except for Vashti, and then discovers Pearl alone in her room mopping the floor. Lewt enters, closes the door behind him, takes off his hat, flicks away his cigarette, and stands towering at her. Pearl appears dark and earthy, with a red, scoop-necked, tight-fitting blouse to outline her voluptuous breasts. She realizes what he has in mind, throws her rag at him, and tries to get by him.

In the so-called 'rape' scene, he grabs and kisses her, and she acquiesces, as a flash of lightning and sound of thunder boom. They slowly sink out of the camera's view to the bed below. (The highly-charged 'rape' scene, as it was called, was severely edited - instead of Pearl trying to get away from Lewt, she gives in to his advances, but not without some resistance. In the next scene, Lewt has three long scratch marks on his left cheek.)

Later while packing to leave the ranch for Austin, Jesse speaks lovingly to his mother. At Pearl's door, he hears Lewt's voice inside, admitting him into the room. There, he discovers Pearl in tears. "Forgive me for intruding Pearl. You too, Lewt," he offers with an embarrassed look. His surprise turns to disgust and he quickly strides away. Lewt and Pearl learn that Jesse has been ordered to leave the ranch for good.

In their final words together, Pearl admits to Jesse that she tried hard to resist Lewt:

Oh, Jesse, it is going to be lonesome without you. I just don't know how I can stand it...I couldn't help it Jesse. You just can't go away believin...I tried hard, honest I did...Oh no, I hate him [Lewt]. I know what you're thinkin'. I guess I'm just trash like my ma...

He admits to Pearl that he loves her, even though it appears he was too late:

Jesse: I might as well say it. I loved you. Somehow you touched me.
Pearl: You, you loved me?
Jesse: I thought of what you'd be like when you grew up a little.
Pearl: Oh, I didn't know. Why didn't you tell me, Jesse?
Jesse: I didn't think it would be fair to tell ya. I was a fool. I came to your room to say goodbye, to tell you that someday I'd be back for you. That I'd think about you and I'd write. I'll write to you, Pearl.
Pearl: You will, Jesse, you will?
Jesse: If you need me, I'll come back, senator or no senator.
Pearl: And you'll forget about, about tonight, won't you? You'll forget it?
Jesse: No, I don't think I'll forget. I don't think I'll ever be able to. I shouldn't have told you the way I felt. It wasn't fair. There I go again. Gotta be fair.
Pearl (sobbing): Trash. Trash, trash, trash, trash, trash.

As Jesse leaves, his brother Lewt has heard that he was called a "prize yellow dog down at the fence lines." Jesse backhands him across the face, leaving Lewt with a bloody lip, adding: "I should have done that to you years ago." Pearl however, continues to play the wanton 'bad' girl, flashing her teeth and narrowing her eyes after Jesse has left, spitefully vowing: "All right, Jesse. You said you'd never forget."

The months pass quickly and it is now accepted among the ranch hands that Pearl and Lewt are lovers. At the sump before a swim, Pearl is in his arms, simultaneously resisting him and encouraging him to agree to marriage - an event she wishes to have announced at Saturday's barbecue:

Pearl: Am I your girl, Lewt?
Lewt: Of course you're my girl.
Pearl: Then we can be married, can't we?
Lewt: Ah, I guess so.
Pearl: Now, if I'm not good enough to marry, I'm not good enough to kiss...It wouldn't do no harm to tell folks, would it?
Lewt: Sure it wouldn't.
Pearl: Can we tell 'em soon, Lewt? Can we tell 'em Saturday at the barbecue?
Lewt: Sure we can. Why not?

Noticing the medal given her by the Sin Killer to keep her "sweet and clean as the first milk," Lewt disdainfully laughs: "Who cares about milk? I don't want no milk maid," and tosses the medal in the water.

A dance and barbecue opens with an incredibly complex tracking shot through and above the entire crowd. Senator McCanles disapproves of Lewt's attentions to the "squaw," "half-breed" Pearl. Lewt assures his father that he's only been toying with Pearl. While dancing with Lewt, Pearl wants to announce their engagement: "Either you tell people we're bespoken, or I will," but he becomes annoyed with her. He walks away, and then calls her a "bob-tailed, little half breed," spurning her. The Sin Killer is heard telling about finding plenty of sin in Texan cities, as Pearl pushes her way through the crowd to leave the dance: "El Paso and Amarillo ain't no different than Sodom and Gomorrah, on a smaller scale of course..."

Fleeing the house in tears, Pearl meets the older Sam Pierce (Charles Bickford), the new ranch straw boss, and suggests bringing him back to the party to teach him to dance: "How'd you like to learn tonight...I ain't so good at them fancy dances myself, but we could learn together if you wanted." During a ladies' choice dance, she deliberately bypasses Lewt to spite him and chooses Sam instead. Pearl is impressed by Sam's quiet, gentle ways and they spend time together. He spouts poetry to her:

For everything created, in the bounds of earth and sky
Has such longin' to be mated, it must couple or must die.

Although Sam is old enough to be her father and then some, he gets up the nerve to propose to her, but then feels foolish for asking. Pearl is surprised:

Pearl: You don't know about me. If you did, you wouldn't ask.
Sam: You mean about Lewt?
Pearl: So you know about me and Lewt too. Yeah, I guess ain't nobody don't know.
Sam: Pearl, I've knocked around plenty.
Pearl: I'm trash I tell ya, trash.
Sam: Don't go telling me that! I'd kill the first man who said anything like that.
Pearl: But I don't love you, Sam. Don't that matter?
Sam: You've only known me a little while, Pearl...

Sam proposes to use his savings and get a ranch for them, and asks her to consider his proposal. Pearl coldly scolds him for calling her 'honey,' (a term Lewt called her), but then a moment later agrees to marry him, though she admits she doesn't love him.

The wicked bully Lewt, after spurning Pearl and refusing to marry her, then jealously confronts Sam in a bar the night before their planned marriage. He wants no one to steal or have his dark-skinned concubine:

Pearl Chavez is my girl, and she'll always be my girl. Just as long as I want her to be.

Then, with the two figures at opposite sides of the frame, and with a blast of gunfire, Lewt cooly shoots his unarmed rival after Sam defends her name. The wedding ring planned for the ceremony rolls out of his outstretched hand as he lies dead on the floor. Lewt dares the other customers: "Has anybody else around her got any fancy ideas about Pearl Chavez? Well, don't seem to be no takers." The quick cut to the next scene shows a wanted poster being nailed up while Sam's funeral is being held closeby:

$2000 REWARD for the capture of the MURDERER, LEWT McCANLES

Now an outlaw wanted for murder, the Senator and his wife discuss their spoiled son. The Senator blames the incident on the arrival of Pearl - the "Indian baggage," while Laura Belle considers the way Lewt was raised as the cause for Lewt's crime:

It's our fault. We raised him wild. If he'd only gone to school like Jesse...It's true. You spoiled Lewt, and I let you. Ever since he was a child, he thought rules weren't made for him. He thought you made the rules, all of them, not just those for Spanish Bit...

Clearly, the McCanles marriage is loveless, cold, and unhappy. The Senator cows his wife and angrily demands that Pearl be removed from the house, but Laura Belle refuses to comply.