- Cullen and the search party find the natives who attacked the surveyor's camp and later derailed a train; Elam and Eva discuss their future, before getting a strange visitor; and the railroad crew reaches the important 40-mile mark.
- The Cheyenne renegades attack Cullen (Anson Mount) and the search party. Bows and arrows and gunfire quickly become a melee. Joseph (Eddie Spears) rescues Griggs (Ty Olsson) from Pawnee Killer (Gerald Auger), who moves to kill Griggs, after a young brave had been killed. Pawnee Killer flees into the woods but is shot dead by Joseph and an arrow. The natives are defeated. Griggs aims to resume tracking the Cheyenne villagers, but no one else wants to continue helping him. Joseph and Elam agree that Cullen will proof of victory. They suggest taking the natives scalps. Cullen declines, but Elam, knowing Durant's $20-per-head bounty. Thomas C. Durant (Colm Meaney) then enlists Elam to do things "off the books."
Joseph wants to honor his brother's death by burning his body in a funeral pyre. The ritual is attended by his father, Chief Many Horses (Wes Studi), who says he mourns the loss of both of his sons, admitting that losing Joseph to the "white man" hurts him more. The McGinnes Brother's Theater is back in business with newly acquired pornographic slides. Bohannon affirms his suspicions that his boxing match had been fixed and is offered a bounty of $100 dollars by Sean McGinnes (Ben Esler) to kill the Swede. Cullen refuses, adding that the Swede is being underhanded with Durant, and, if offered proof, Durant would freely dismiss the Swede.
Meanwhile, Elam and his beau Eva (Robin McLeavy) cuddle in his tent, discussing their future, when Mr. Toole (Duncan Ollerenshaw) calls to him outside. Toole, his head draped in cloth, is still alive, after the bullet Elam fired into his mouth exited out the back of his neck. Toole begs for forgiveness, and Elam insists that he apologizes instead to Eva. Durant witnesses the Swede (Christopher Heyerdahl) conspiring outside his railcar about the man the Pinkertons located. The Swede later enters the bar and proposes a toast to Bohannon and his company for bravely slaying the Indians. Bohannon instead rallies the bar to hit their 40-mile mark, which they accomplish triumphantly the following day. The camp celebrates, including Lily (Dominique McElligott who orders a brandy with Bohannon at the bar. Durant sees them and interrupts to tell Bohannon that he's offering him a "bonus" - information that the Swede is plotting against him, by sending telegrams to the authorities with evidence of Bohannon's past murders.
Joseph returns to the church where Ruth (Kasha Kropinski) consoles him over the death of his brother. The two kiss by lantern-light. Meanwhile, Griggs returns to the camp, intent on killing Joseph, but finds only Reverend Cole (Tom Noonan). The reverend pleads for Griggs' forgiveness of Joseph, but Griggs insists that Joseph be killed. As Griggs turns to leave, the reverend removes the soldier's sword and chops his off his head.
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