The era is the 1940's and John Grady Cole (Matt Damon) is a young Texan man who, one day, discovers that his mother has sold their family ranch which has subsequently left him homeless.
Looking for a new lease in life and a totally fresh start, Cole and his friend, Lacey Rawwlins (Henry Thomas), begin a trek across the country, south of the border, into Mexico on an adventure they have both always dreamed of. All because they have been lured by the seductive call of the cowboy life.
On their way to the Rio Grande, the two friends meet a 13-year-old outcast called Jimmy Blevins (Lucas Black). This meeting, however, will be the cause of alot of trouble that is waiting for this motley crew.
When they reach Mexico, both Cole and Rawlins find jobs as ranch hands at the successful La Purisima.
When Cole firsts meets his employers daughter, Alejandra (Penélope Cruz), he falls deeply in love with the beautiful girl. However this is to lead to a love affair which goes against Alejandra's family.
What then follows is an adventure that will put their resilience and maturity to the ultimate test and something that will ultimately change their lives forever.