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During the mid 1860s, brothers Dick and Jim Marston are drawn into a life of crime by their ex-convict father Ben and his friend, infamous cattlethief Captain Starlight. Making their way to Melbourne with the proceeds of a recent raid, the brothers meet and romance the Morrison sisters, Kate and Jean, whom they eventually marry; but just as they are poised to start a new life in America, Captain Starlight and his gang arrive in town, planning a raid at the local bank.