The struggle to establish "James Fort" proves to be an arduous undertaking. When Captain John Smith finally takes control, he applies strict discipline to halt the bickering and infighting so that the fort can be completed. In the process, Geoffry Payne and his shipmate, Billy Bascomb, catch the eye of the Captain.

But Smith is forced to return to England, and order quickly evaporates, leading to the "starving time." Geoffry falls into disfavor with the arrogant lawyer, Gabriel Archer, and must flee for his life from the settlement that has by now come to be known as "James' Towne."

Seeking asylum in a distant Indian village, Geoffry is soon captivated by Priscilla, beautiful "daughter" of the village chief. As the two become better acquainted, however, Geoffry is astonished to learn that her background is far from what he expected!