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Naive Montana cowboy Duke Fergus (John Wayne) arrives in San Francisco and visits the notorious Barbary Coast. He becomes smitten with the lovely star attraction of the fanciest gambling hall, "Flaxen" Tarry (Ann Dvorak), the "Flame of the Barbary Coast". He gets talked into gambling against the owner (and Flaxen's lover), cardshark Tito Morell (Joseph Schildkraut). Predictably, Fergus gets cheated and loses all his money.He sets himself to win Flaxen's affections and decides the best way to do it is to take over. He gets his friend Wolf Wylie (William Frawley) to teach him everything about gambling, including how to spot cheating. When he's ready, he sells all he owns and returns to the city to challenge Morell's rule of the Barbary Coast. He goes from casino to casino, challenging each one's resident poker champion to a heads-up game, starting with Morell. Duke wins every time.Fergus then builds an opulent new gambling establishment, catering to the upper class. To make it a success, he needs to persuade Flaxen to come work for him, but she is initially not interested. Only when Morell offends her does she decide to accept Fergus's offer. And then the fireworks begin. Morell does not take the challenge laying down.