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.

Peter Finch
as Captain Starlight

Ronald Lewis
as Dick Marston

Laurence Naismith
as Ben Marston

Maureen Swanson
as Kate Morrison Mullockson

David McCallum
as Jim Marston

Vincent Ball
as George Storefield

Jill Ireland
as Jean Morrison

Ursula Finlay
as Grace Storefield

Dudy Nimmo
as Eileen Marston

Jean Anderson
as Ma Marston