There's no singing and dancing in this one, but instead we get James Stewart and Henry Fonda starring as John O'Hanlan and Harley Sullivan, two grizzled old cowboys. They are busy roping steers in Texas when John gets a letter from Cheyenne, Wyoming, informing him that his long-lost, ne'er-do-well brother D.J. has died and left him a business in his will.
John goes to Wyoming to claim his inheritance and Harley goes with him. Arriving in Cheyenne, John is horrified to discover that his inheritance, the Cheyenne Social Club, is a brothel. The girls of the brothel, led by the warmhearted Jenny (Shirley Jones), were devoted to D.J. and become just as devoted to John, at least until they find out he's planning to close the Club. However, things get more serious when John shoots hoodlum Corey Bannister for roughing up Jenny, and Bannister's murderous family comes looking for revenge.
- Bar Brawl: John starts one when all the hostility from the residents of Cheyenne finally leads to him punching one in the saloon. The saloon is wrecked.
- Bookends: Starts with John receiving a letter about his inheritance while herding cows in Texas, ends with John receiving a letter from Jenny - to whom he left the inheritance - while herding cows in Texas.
- Buxom Is Better: Alice the zaftig middle-aged bar girl at the saloon insists that she isn't fat, she just has more for a man to hold onto.
- Chaste Hero: John, who is shocked to learn he'd inherited a brothel.
- Conscience Makes You Go Back: Harley gets the hell out of town when hearing that the Bannisters are coming for John. But after suffering an attack of conscience, and encountering the Bannister goon squad on his way back to Texas, he turns around. He saves John's bacon at the climax.
- Dies Wide Open: Harley is not happy when Mr. Yancey, Dr. Foy's elderly sidekick in the snake oil act, stares at him unblinkingly throughout dinner. It turns out that Mr. Yancey is dead.
- Edgy Backwards Chair-Sitting: Corey Bannister, the only person in Cheyenne who doesn't treat John like a hero, does this when sitting down at John's table. He tells John in an overtly menacing manner that he doesn't like John, because the Cheyenne Social Club once denied him service due to his poor hygiene.
- Fanservice: All the girls of the Club spend the whole movie in lingerie and corsets, and Pauline ups the Fanservice ante with a see-through top.
- Grievous Bottley Harm: John's part in the bar brawl ends when a liquor bottle is bashed over his head. It knocks him down but he is perfectly OK the next morning.
- Heterosexual Life-Partners: John and Harley are life companions; Harley doesn't even hesitate to follow along when John gets his letter about his inheritance.
- There is a point when John and Harley argue about John's stubbornness about shutting down the Social Club, and Harley argues to leave town after Corey's death whereas John would rather stay and fight.
- Hooker with a Heart of Gold: Jenny, essentially the madam of the Social Club to DJ's (and later John's) pimp. She's strict but fair managing the brothel between DJ's death and John's arrival... and ends up running the place when John has to flee.
- Match Cut: From a cheerful waitress pouring a drink of whiskey for John at the saloon, to a cheerful hooker pouring a drink for Harley back at the brothel.
- Motor Mouth: Harley has a habit of talking and talking and talking. When Harley tells boring stories all the way from Texas to Wyoming, John says "Harley, you've been talking for a thousand miles."
- Off-into-the-Distance Ending: John and Harley going off to rope calves, after having received a letter from Jenny telling them how the Club is getting along.
- Police Are Useless: The local sheriff is real helpful passing along information about the Bannisters and their violent habits... and just happens to be constantly out of town answering court summons here and there conveniently avoiding the shooting that's bound to happen (and does).
- Running Gag: Harley's irritating habit of cracking pecan shells in his hands. It actually winds up saving John's life when Harley accidentally distracts Corey during the showdown.
- Serial Escalation: John has to deal with an ornery Corey Bannister after Corey beats Jenny half to death. However, Corey's death angers up Corey's brothers who come riding in for revenge. After John, Jenny and Harley kill off the Bannister brothers, it turns out there's an army of Bannister cousins angry about those deaths. So John and Harley hurry back to Texas to avoid that potential bloodbath.
- Snake Oil Salesman: A random gag has one Dr. Foy selling the elixir "Dr. Foy's Blue Nectar", which supposedly will cure all your ills.
- Title Drop: It's the name of the brothel.
- Unexpected Inheritance: John is surprised when the brother he hasn't heard from in many years turns out to have left him something, and is even more surprised when he finds out what it is.
- Unproblematic Prostitution: The girls of the Cheyenne Social Club seem to like nothing better than hanging out in corsets and servicing whoever shows up; they are all mortally offended when John says he's shutting down the business. This trope is later averted, however, when Jenny gets beaten up by Corey Bannister.
- The town of Cheyenne doesn't mind the brothel at all, and John is at first greeted as a prominent figure as the new owner. It turns out the brothel has an arrangement with the railroad, stating that as long as the brothel is running the trains will make it to Cheyenne (meaning the town gets all the railroad business). When John tries to shut the Social Club down, he's immediately shunned by the townsfolk and gets caught in a Bar Brawl about it later on.
- Unwanted Harem: The straight-laced John is horrified when the girls of the Club, who were obviously DJ's harem, make it pretty clear without explicitly saying so that they'll be happy to service him when they aren't servicing customers. He gives in at least once with Pauline, though.
- Voiceover Letter: Ends with John receiving a letter, read in Jenny's voiceover, about how the Cheyenne Social Club is getting along after he left.