In 1872, the notorious outlaw King Callahan adopts an orphan after Lily's father is killed in a botched robbery in Virginia City. They flee to Los Angeles, where Callahan tries to make a better life, but his talents all run to robbery. He runs afoul of the Southern Pacific Railroad, which is moving in on the south coast, bringing money, corruption, and inevitable social changes. A railroad detective relentlessly pursues the outlaw, which means he is also chasing Lily.

Five years later, Lily has grown up. Part of an acting troupe, she goes to San Francisco, the golden city, a mix of extreme wealth and desperate poverty, limitless opportunity and instant disaster. There, she searches for the mother she only dimly remembers, and encounters again the railroad detective who had pursued her through Los Angeles. The railroad strikes, rioting and uproar that consumed the whole United States in that summer reaches San Francisco and Lily is caught up in the turmoil of a free-wheeling society that is making itself up as it goes along.