Lady Sarah Ashley (Nicole Kidman), an upscale English socialite trapped in an unhappy marriage, travels to Australia to spy on her husband Maitland Ashley (Anton Monsted) who she suspects is having an affair. What she finds in the desert region of Australia's Northern Territory is that her husband has been killed and that she is now the single owner of Faraway Downs, a cattle ranch. There is an evil cattle baron King Carney (Bryan Brown) who is trying to steal Lady Ashley's ranch and so the Lady has to team up with a prickly cattle driver (Hugh Jackman) in order to deliver 1500 head of cattle to Darwin and thus save the ranch. Along the way a relationship develops between the two and Lady Ashley meets and then befriends a half native Australian, half white orphan named Nullah (Brandon Walters) who is trying to avoid capture by Australian authorities that want to put him into governmental care to help train him how to be less Native and more white. Nothing is simple for the characters in this film, as they approach Darwin the Japanese attack it, causing all the characters to realize what is most important to them in life.