"Wicked" Lily Bishop joins a wagon train to California, led by Michael Fabian and Johnny Trumbo, but news of the Gold Rush scatters the train. When Johnny and Michael finally arrive, Lily is rich from her saloon and storekeeper (former slaver) Pharaoh Coffin is bleeding the miners dry. But worse troubles are ahead: California is inching toward statehood, and certain people want to make it their private empire.
| Directing | John Farrow | Director |
| Writing | Theodore Strauss | Screenplay |
| Writing | Boris Ingster | Story |
| Writing | Frank Butler | Screenplay |
| Costume & Make-Up | Edith Head | Costume Design |
| Sound | John Cope | Sound Recordist |
| Costume & Make-Up | Wally Westmore | Makeup Supervisor |
| Art | Ray Moyer | Set Decoration |
| Sound | Philip Wisdom | Sound Mixer |
| Art | Sam Comer | Set Decoration |
| Camera | Ray Rennahan | Director of Photography |
| Art | Roland Anderson | Art Direction |
| Sound | Stanley Cooley | Sound Recordist |
| Production | Seton I. Miller | Producer |
| Crew | Gordon Jennings | Special Effects |
| Sound | Victor Young | Original Music Composer |
| Directing | Herbert Coleman | Assistant Director |
| Crew | Richard Farnsworth | Stunts |
| Crew | George Sowards | Stunts |
| Production | John Farrow | Producer |
| Art | Hans Dreier | Art Direction |
| Editing | Eda Warren | Supervising Editor |
| Visual Effects | Gordon Jennings | Visual Effects |
| Costume & Make-Up | Gile Steele | Costume Design |
| Sound | Victor Young | Songs |
| Writing | E.Y. Harburg | Lyricist |
| Directing | Michael D. Moore | Second Assistant Director |
