Cullen and Toole are repairing the steam engine winch when Lily arrives with news that Durant is returning. Cullen assures Lily that Durant will not overlook her contributions to the railroad in his absence, but Lily is doubtful.
At the riverfront, Psalms teases Elam about his house-building technique.
Sean pulls Mickey away from a card game in the saloon and demands his cut of the profits, explaining he needs to pay Durant his share of the land parcels. Mickey says he's short on money and Sean chides him for drinking it away.
On the train, Eva helps Durant prepare for his return to Hell on Wheels. Durant insists on making his way to the office unaided, taking a large swig of opium before leaving the car.
At the railway office, Lily is surprised to find Durant's wife, Hannah, has arrived from Chicago and is giving The Swede orders.
Feeling the effects of the opium as he walks to the office, Durant fixates on the sight of a coffin and a white horse. When he gets there, he spies Lily and Hannah making plans for dinner and quickly hides to avoid them. Later, Durant orders Cullen to join the dinner as Lily's escort. "Don't look so horrified," Durant chides.
Elam confides to Psalms his fears for Eva and the baby. Psalms assures Elam he'd make a perfect father for Eva's child: "He be just like you," Psalms says, referring to Elam's mixed race.
After Eva raves about Chicago to Toole, he admits his New York family won't accept a black baby. They contemplate leaving Hell on Wheels.
Waiting for Cullen and Lily to arrive, Durant and Hannah debate whether Lily has deciphered the fraudulent mileage. Outside, The Swede approaches the steam engine with a wrench.
Over dinner, Cullen reveals his high-society background. Durant jokes that he'd like to send Cullen to deal with the board in New York on his behalf. Marginalized from the conversation, Lily excuses herself.
Cullen escorts Hannah back to her car and emphasizes Lily's importance to the railroad. "Does that include sleeping with my husband?" she asks, then warns Cullen against siding with the wrong people.
The next day, Durant and Hannah reprimand Cullen for being behind schedule. "Whose schedule would that be?" Cullen asks. They demand Cullen finish the bridge in one week -- half the time Cullen estimated.
At the church, Sean asks Ruth to marry him. She hesitates, but agrees to think about it.
Cullen barks orders as a trestle is raised at the bridge site. The winch breaks and the trestle crashes to the ground, crushing workers beneath it. Cullen sees The Swede watching from a distance. Back in town, Cullen orders Toole to figure out what caused the malfunction.
Durant blames Cullen for damaging the engine, but Cullen blames the unrealistic timeline. "It ain't my fault that you oversold our mileage to the board back east," he says.
In Cheyenne garb, Joseph finds Ruth at church and explains he is not a Christian. "I broke my father's heart, just like you broke mine," he says, then warns her of the White Spirit: If she stays in Hell on Wheels, she'll die. Mickey watches them talk from the saloon.
Toole and Cullen examine a stuck pressure valve on the engine and find a Norwegian penny lodged inside. "It's like he wanted us to know," Toole says of The Swede.
Lily tries to convince Durant of her importance to the railroad. He cuts her off, pointedly asking how Cullen knew about the mileage shortfall. "Did you lay with him?" he asks. Lily doesn't answer.
At the saloon, Sean again demands money from Mickey. "I'll not be party to you paying the debts of some church whore," Mickey retorts. The two begin brawling. "Everyone in town knows" about Ruth and Joseph, Mickey tells Sean as they're pulled apart.
Presenting the deed to his riverfront property, Elam tells Durant that he's quit the railroad. "There are only two ways to leave the railroad," Durant says, tearing up the deed. "You die in my employ, or you walk through Indian territory back to whatever squalid slave shack from which you came." When Elam doesn't back down, Durant invites him to take a seat.
Citing Durant's nightly discomfort, Hannah evicts Lily from her train car and takes it for herself.
Lily moves into Cullen's caboose and invites him to stay, since Durant already knows about them. He declines, cautioning her not to "test a man who's jealous or afraid for his livelihood."
A drunken Sean waits for Ruth in her room and demands to know if she slept with Joseph. "I want the truth!" he screams. "And I thought it was me you wanted," she coldly replies. Sean stumbles out.
Cullen tosses his lantern in The Swede's empty tent, setting it ablaze.
Later, Cullen joins Elam on the floor of his unfinished house. Elam says Durant offered him a job that Cullen wouldn't approve of.
"What'd ya tell him?" Cullen asks.
"I told him I'd think about it," Elam says.