An unlikely friendship blossoms between two ten-year-old boys from different backgrounds during the racially charged backdrop of rural Texas, 1964. Through the years into manhood, prevailing attitudes and the growing civil rights movement severely test their friendship. In the end, they will discover that despite people's differences, it's the memories you make that determine your happiness and peace in life.

B.J.'s luck runs out when his partner loses half of their ranch to con man Shea. The gambler and B.J. quickly become rivals and feud over everything, including the beautiful Liz Calhoun. But when the ranch is threatened by bandits, the two must work together or risk losing everything.