On the riverbank, The Swede shaves his head and paints his body white. Dressed as the White Spirit, he enters a Sioux sweat lodge and joins their chant.
At the railway office, Toole and his crew voice concerns about how Durant's death would affect their job security but Cullen orders them back to work. Lily offers her condolences for Doc's death.
Cullen joins Ruth, who is mourning over Reverend Cole's coffin in the church. Cullen confesses to putting the knife in Joseph's hands, but Ruth says her father chose his own death and admits she thinks some souls are beyond redemption.
Elam asks Toole if he's heard from Eva, then commends Toole for handling his cuckolding well.
At the railway office, Lily asks The Swede to "make sense of the books" in Durant's absence.
Mickey chides Sean for giving away a plot of land to the church, saying Sean's head is "twisted about" by his interest in Ruth. Sean insists it's charity, but Mickey is upset he wasn't even consulted. Elam approaches and asks about the brothers' bid for the Starlight Saloon, but they tell him the owner, Carl, isn't keen on selling. "Got me a plan that'll make him sell," Elam says, in exchange for a cut of the profits and free riverfront property. Mickey shakes on it before Sean can object.
At the bridge construction site, Cullen orders Psalms to stop telling stories and work. Toole defends Psalms but is rebuked by Cullen.
In the railway office, Cullen warns Lily against employing The Swede, but she reasons that he was Durant's bookkeeper for years and is essential in Durant's absence. When The Swede comments on Cullen's new rifle, Cullen says it was taken off "one of the dead Sioux raided the train," insinuating that the Sioux got it from The Swede in the first place. Cullen turns to walk away, but then coldcocks The Swede.
Elam catches up with Psalms and offers to help him secure a barrel of liquor.
Cullen visits The Swede in the jail car, hoping to obtain a confession. "I know it was you that armed the Indians," he says. "It was wonderful, wasn't it?" The Swede gloats. "Bloodthirsty heathens with modern weapons, led by a drunken white man of God." The Swede claims he and Cullen are bonded by their love of killing.
Ruth sees the church being dismantled. Alarmed, she reminds Sean that he granted a rent extension. He surprises her with the deed to a new plot in the center of town, free of charge.
Lily tells Cullen they must release The Swede if he hasn't confessed. Cullen grudgingly tosses her the key.
In the dead of night, Elam and Psalms hijack a train car of whiskey and break open the barrels.
The Swede joins Cullen at the saloon and explains that he hates Cullen because he associates him with the horrors of Andersonville Prison. The Swede says the reason Cullen hates him in return is because The Swede is "a constant reminder of the capacity for evil that resides within you." Cullen tells The Swede it isn't a problem anymore because he's leaving town.
Lily finds Cullen saddling his horse and accuses him of running away whenever things get hard. "You can disagree with my decisions if you like. But judging my choices won't change yours," she says, "I'm done trying."
The next morning, after Carl finds his liquor shipment has been destroyed, Lily accuses Elam and Psalms of stealing it based on the train engineer's description of two black men. Elam challenges her to identify which two black men the engineer saw, noting, "I'm good enough for your dirty work, but not good enough to trust with security." Lily offers to renegotiate his position when Durant returns. "I'm done negotiating," scoffs Elam. "I quit."
Cullen dunks his head in water and approaches Lily, who asks why he's still in town. He concedes she was right about him being ready to run away. "I could leave, but..." She brushes hair away from his face and whispers, "I'm glad that you stayed."
At the railway office, The Swede informs Lily that, according to the books, Durant has been fraudulently inflating mileage numbers.
Cullen finds Elam clearing grass for a riverfront home and says he'll need Elam's help if the Sioux attack. "Ain't no place for me on this railroad," Elam says. Cullen warns him that the Sioux will attack everyone, railroad workers or not.
At the saloon, the McGinnes brothers threaten Carl with continued destruction of his whiskey shipments as well as bodily harm if he doesn't sell the bar to them. He counter-threatens to send Hahn and the Germans after them. "Tell him to bring his friend the butcher, if he can find him," Mickey sneers.
Lily enters Cullen's caboose and caresses his cheek. They kiss and make love.
Carl signs the saloon over to Mickey and Sean. Later, Sean watches Ruth beaming as she preaches in front of her new church.
By the river, Elam gazes at Eva's wedding photo, covering Toole's face.
The next morning, Cullen dresses quietly as Lily sleeps. As he walks out the door, Lily calls his name. He smiles.