Durant arrives at the surveyor's camp as cleanup is in progress and orders a newspaper photographer to restage the massacre so that the scene looks more dramatic. Robert Bell's body is discovered in the woods, but his maps are nowhere to be found. Nearby, Durant spots a pocket watch with Lily Bell's photograph inside.
Two men escort Cullen from the cut crew to see The Swede under the pretense that Cullen is being considered to replace Johnson as foreman. Instead, The Swede, Durant's head of security at Hell on Wheels, questions Cullen about Johnson's murder. The Swede hints that the freedmen killed Johnson, but Cullen declines to implicate them. Cullen must then be the culprit, The Swede concludes.
Cullen attempts to escape, but The Swede pulls a gun and has his men chain up Cullen inside a freight car. "We're gonna give you a chance to confess," says The Swede. Through the freight car's wall slats, Cullen sees a dead horse-thief hanging from a pole.
In Nebraska, Lily hides in the underbrush along the Missouri River to elude the three Cheyenne braves tracking her.
Back in the freight car, Cullen spots a loose floorboard nail and tries to pry it out. While he does, his mind drifts back to his home in Meridian and his wife stitching a needlepoint scene on the porch.
Joseph, dressed in a suit, tracks down the Cheyenne braves responsible for the massacre. One is his brother, Pawnee Killer. White men will revenge Indians who capture a white woman, Joseph warns, but that threat doesn't faze Pawnee Killer, who reminds Joseph that he too once scalped pioneers. Pawnee Killer adds that Jesus may have forgiven Joseph but wonders if his white friends will do the same.
At nightfall, Elam sneaks up to the freight car and asks if the imprisoned Cullen intends to testify against him. When Cullen says he’s undecided, Elam threatens to reveal what he overheard Johnson say about the three men Cullen murdered. Cullen urges Elam to relax; he plans to escape.
The Swede attends the McGinnes brothers' magic-lantern show, then declares himself deeply moved before shaking them down for protection money.
In the freight car the next morning, The Swede slowly eats a plate of beans while describing his former life as a bookkeeper. After being incarcerated as a southern prisoner of war, The Swede began practicing an "immoral mathematics" to control people. "I did some not-so-good things," he admits.
Cullen insults The Swede and kicks his dish and spoon to the floor. "Get ready to meet your maker," says The Swede before departing. Cullen retrieves the spoon and uses it to pry up floorboard nails. After dislodging a few slats, he escapes through the hole just as The Swede returns.
Durant, traveling in a caravan with the bodies of the massacre victims, dictates a news story decrying the slaughter of "eight white Christian souls" by bloodthirsty savages who "sullied" and then enslaved Lily Bell, the “fair-haired maiden of the West.” Federal troops are needed to clear out the Indians so that Durant and his railroad can civilize the territory.
Lily awakes to find the Indians gone, then stitches her wound shut with a makeshift needle and thread. Just as she finishes, Lily faints from pain.
Concealing his chains, Cullen rushes through Hell on Wheels and slips into the church to hide. Reverend Cole realizes Cullen’s identity and steps outside to divert The Swede. After The Swede leaves, Cole directs Cullen to kneel down and beg God's forgiveness before he is hung. Cullen refuses. "I don't deserve forgiveness," he explains.
Over Mickey's objections, Sean takes money from a secret stash to pay off the Swede. Mickey alludes to a similar predicament the two experienced in Boston. Sean reminds Mickey that he solved that one and vows to do the same here, though he doesn't yet know how.
In his tent, Elam uses a hammer to break Cullen’s chains just as the Swede's men close in. Cullen gets away again.
As Lily regains consciousness, memories of her and Robert fade in and out with the hazy present. Pawnee Killer spots vultures flying above and signals that she is nearby. Lily hears the horses and flees back into the woods, where Joseph catches her and clasps a hand over her mouth until the other Indians pass.
The Swede meets up with Durant's caravan out on the prairie. Durant orders The Swede to offer a $100 reward to anyone who finds Lily. "Not a word about the maps," stresses Durant.
Durant returns to his Pullman and is greeted by Cullen, who brashly requests Johnson's job. Comparing railroad building to battle, Cullen touts his skill in motivating outnumbered troops during the Civil War and pinpoints Durant's current dilemma: his government subsidy doesn't kick in until 40 miles of track are laid. Cullen angers Durant by alluding to his treasonous war profiteering but ends up with the job.
The Swede notices Cullen exiting the Pullman and draws his gun, but Durant stops him. "This is my new foreman," he announces. "Find me someone else to hang."
All of Johnson's belongings are still in his tent as Cullen settles in and looks around. Cullen reaches over and pulls something out of the pocket of his own coat: it's the needlepoint his wife was stitching in Meridian.