In 1859, in Titusville, Pennsylvania, Doc Watterson's (Raymond Walburn) traveling medicine show burns down, and Grandma Cortlandt (Elizabeth Patterson) takes him and his daughter, Sally Watterson (Irene Dunne), in to work on her farm with her grandson, Peter Cortlandt (Randolph Scott).

Peter, drills for rock oil, dreaming of supplying the world with affordable oil. Sally and Peter soon fall in love, and he promises to build her a house on a hill among apple blossoms. Peter continues to drill until, during their wedding reception, he strikes oil and starts an oil boom on farms across the state.

Soon, however, railroad tycoon Walt Brennan (Alan Hale), hoping to force the farmers to sell their oil-rich land to him, raises freight rates on his railroad. Peter, refusing to be part of Brennan's monopoly, works long hours to devise a scheme to defeat his foe and finally invents a pipeline. Brennan's friends, strangers to the small town, bring gambling and prostitutes to the local saloon, enraging the community.

Brennan bids for a 20-mile stretch of land owned by saloon proprietor Joe Varese (Akim Tamiroff), which Peter needs for his pipeline. Varese's price is the Cortlandt hill, where Sally's house is to be built. Sally, meanwhile, has befriended saloon singer, Molly Fuller (Dorothy Lamour), who has been ostracized by the church elders, and has come to Varese's bar to help her audition.

When Peter sees Sally performing along with Molly, he is furious. Sally, in turn, is enraged when she discovers Peter has given her hilltop land to Varese and, tired of sitting at home waiting for Peter, runs away with Bowers Carnival along with her father.

While Peter and the farmers work through the winter, forced to guard the pipeline from Brennan's night-time saboteurs, Sally's popularity as a singer grows. When Peter has only two days to complete three miles of pipeline, Brennan buys the bank that holds the mortgage on the refinery which Peter uses and threatens to pull the mortgage if the refinery grants Peter more time.

Just after Sally receives an offer from Mr. Barnum to perform in New York, Molly tells her of Peter's trouble, and Sally races to Titusville, promising Peter to bring him help. As a few loyal men work with Peter to hang the pipeline over a hill, Brennan's men come with whips to destroy it, but Sally's circus friends arrive with elephants in time to defeat Brennan and finish the pipeline. As the circus leaves, Sally and Peter are reconciled.

A 1937 American Black & White musical western film directed by Rouben Mamoulian, produced byArthur Hornblow Jr., written by Oscar Hammerstein II and George O'Neil, with lyrics by Hammerstein and music by Jerome Kern, cinematography by Victor Milner and Theodor Sparkuhl, starring Irene Dunne, Randolph Scott, Dorothy Lamour, Elizabeth Patterson, Raymond Walburn, Charles Bickford, Akim Tamiroff, Ben Blue, William Frawley, Alan Hale Sr., Irving Pichel, Stanley Andrews, James Burke, Roger Imhof, and Lucien Littlefield. Screen debut appearance of Marjorie Cameron. Final screen appearance of Helen Lowell. Presented by Adolph Zukor. Released by Paramount Pictures.

With the assistance of Kern and Hammerstein, director Rouben Mamoulian attempted to firmly integrate the songs into the plot of this underrated Hammerstein-Kern musical-drama in order to advance the storyline.

The production was particularly challenging both physically and operationally due to “torrential rains, mudslides [and] equipment malfunctions.” Tragically, a catastrophic accident during filming injured over a dozen of the cast and crew, some seriously.

Frost in California had decimated the apple trees, so studio technicians at Paramount Studios worked overnight, peeling rosebuds down and sticking them on bare trees with maple syrup to simulate an apple orchard in full blossom.

Jermone Kern and Oscar Hammerstein created this sprawling musical adventure for the screen following the popularity of the 1936 film version of their musical, Show Boat, which also starred Irene Dunne. Combining outdoorsy western scenery with songs was an inspiration to the Rodgers and Hammerstein Broadway musical "Oklahoma" (1943).

Soundtrack music:
“High, Wide and Handsome” - by Jerome Kern and Oscar Hammerstein II, Sung by Irene Dunne
“Can I Forget You?” - by Jerome Kern and Oscar Hammerstein II, Sung by Irene Dunne
“Will You Marry Me Tomorrow, Maria?" - by Jerome Kern and Oscar Hammerstein II, Sung by William Frawley
“The Folks Who Live on the Hill” - by Jerome Kern and Oscar Hammerstein II, Sung by Irene Dunne
“The Things I Want" - by Jerome Kern and Oscar Hammerstein II, Sung by Dorothy Lamour
“Allegheny Al” - by Jerome Kern and Oscar Hammerstein II, Sung by Irene Dunne and Dorothy Lamour

The New York Times wrote, "A richly produced, spectacular and melodious show, it moves easily into the ranks of the season's best and probably is as good an all-around entertainment as we are likely to find on Broadway this summer."