On the train, Lily reprimands Toole for neglecting the bridge construction. When she tells Cullen she doesn't care if the men like her, Cullen teases that Lily is starting to sound like a man.
On a ridge near the cut, screams ring out as Sioux flay the railroad's sentry. Walking towards Sioux gunfire, Cullen aims a rifle and shoots the sentry dead. The Sioux disperse.
Elam and Eva make love in the forest, but he grows quiet and rushes off when Eva breaks the news that she's pregnant with his baby.
Penniless Reverend Cole desperately begs the bartender for a drink. Cullen buys Cole a round and asks him to read a eulogy for the sentry, but Cole explains Ruth threw him out -- he now sleeps in the cemetery. Cullen offers to let Cole bunk in his caboose.
Outside, the railroad crew returns early. Cullen orders them back to work but Toole refuses out of concern for their safety. When Cullen counters that "it ain't gonna be safe here if you don't get your ass back to work," Toole stands his ground.
In the railway office, Lily recommends Durant reroute the railroad to bypass Sioux sacred land. She argues with Cullen, who says the Sioux will always be a threat and suggests they "fight 'em here, fight 'em now."
Elam catches up with Eva and professes his love, then hands her money to get herself "taken care of" because she can't have a black baby: "Your husband would kill it or you or both of you." Eva storms off.
At the saloon, the crewmen honor the sentry with song and drink. Cullen enters to pay his respects and the room silences. His toast, urging the men back to work, falls flat. Psalms and the Freedmen arrive and offer to protect the railroad if they're armed. The room erupts in objections and Cullen says Durant would never arm ex-slaves. Psalms and Toole declare a strike until their demands are met.
The next day, the town burns an effigy of Durant in the street. Durant orders Cullen to resolve the situation and gives him complete authority.
Watching the bonfire, Elam warns Psalms that the Freedmen will "get themselves killed playing with guns." Psalms counters, "They ain't never gonna see us as equals unless we holding the weapons they got."
Toole comes home and drunkenly gropes Eva. She gently pushes him away, announcing that she's pregnant -- "And it ain't yours." Toole grabs his bag and leaves.
Cullen telegraphs a message to Council Bluffs requesting 200 replacement workers. "It's gonna be bloodshed," Elam says, and he won't clean up after Cullen's mess. Cullen says Elam will do whatever Durant tells him to.
Outside his tent, The Swede prophesies a war. Cole starts to take a swig of liquor but The Swede yanks the bottle away. "Now is the time to see things clear," he says, "We must decide which side we are on."
In the street that night, Elam threatens to kill Toole if he hurts Eva. "You're not a real man," Toole yells, "You're no father. You're just a coward."
Cullen watches the train approach, then informs Cole that replacement workers are arriving and dispatches Cole to buy a bottle at the bar.
Toole and his men pour out of the bar as the train pulls in. As Cullen and Elam watch, the crews fight side by side attacking their replacements. In the fray, Toole and Psalms unite. Together the men drive the new crewmen back onto the train as it departs.
Toole finds Cullen at the saloon and agrees to send his men back to work if the Freedmen protect them -- with guns. Cullen joins Elam at a table and tells him to get the Freedmen back to work, When Elam objects, Cullen compares the men to horses: "'Aint no sense having a horse unless it's broke enough to ride it." Since Cullen and Elam work for Durant, "we're the ones doing the riding."
The next day, Elam gets a chilly response in the Freedmen's camp when he announces, "You either get back to work or go back to prison." Psalms challenges him and they fight, ending when Psalms knocks Elam out.
At the railway office, Cullen tells Durant the strike is over and that he's arming the Freedmen. Durant reluctantly agrees, conceding, "If they want to be cannon fodder, so be it." Lily objects.
Toole crawls into bed next to Eva and tenderly touches her belly, softly saying, "Mrs. Toole, your husband has returned home."
Cullen arrives at his caboose to find Cole packing up. He can't stay with Cullen because Cullen believes the Sioux are their enemy. "I respect that," Cullen says.
Cullen distributes guns to the Freedmen and instructs the men on how to use them. Psalms discretely spits up blood.
Durant and Lily watch as the Freedmen guard the cut. Cullen tells Psalms to "shoot the shit out of" anything that moves.