It is the late 1800's. Tim and Freddy Barney are two brothers seeking to escape a cruel and abusive guardian. The destination is their older brother's home in California. They meet a young fiesty orphan who is also heading for California, and the three agree to travel together. Their adventures place them in danger from rough men, snow-covered mountains, blistering deserts, and life-threatening illness. They also encounter Indians and personal challenges that reveal their strengths and weaknesses. Their bond becomes more important as Tim realizes he has fallen for Beaner. But will she sacrifice her freedom and dreams to stay with the two brothers who have become her only friends?