The film is about an aging cowboy who inherits a brothel and decides to turn it into a respectable boarding house, against the wishes of both the townspeople and the ladies working there.

In 1867, John O'Hanlan and Harley Sullivan are aging cowboys working on open cattle ranges in Texas.

's lawyer and discovers the club is a high-class brothel separated from the busy part of town by the railroad tracks.

Stewart and Fonda's first film together had been the comedy On Our Merry Way (1948), and they had also both appeared in How the West Was Won (1962) but had no scenes together despite playing best friends.

It also opened in Provo and Ogden, Utah, and Boise, Idaho, before expanding into Des Moines and Waterloo, Iowa, and Omaha, Nebraska, as well as Montana.

Barrett's script earned a 1970 Writers Guild of America nomination for "Best Comedy Written Directly for the Screen", but it lost to Neil Simon's The Out-of-Towners.