A grizzled Cullen Bohannon, back from a long, harsh winter, shivers in what's left of his burned-out caboose. He hallucinates a visit from the late Doc Whitehead, who says, "Your candle's burning low, Cullen. Soon it'll go out." Cullen runs for the door.
At the riverbank, Cullen splashes water on his face. A wolf attacks. Cullen fights back until it runs away.
Cullen finds Sparky, the train engineer, frozen to death in his shack. Cullen pries Sparky's pipe out of his mouth and lights it.
Cullen walks to the train where he breaks ice away then throws firewood into the engine's firebox. He leans out of the locomotive's cab and drives off.
Cullen arrives in Omaha, Nebraska. He asks where he can find "a n----r with a marked-up white woman," and is directed to a shanty. Elam opens the door with a shotgun in hand. A pregnant Eva lies on a bed behind him. Cullen orders Elam to accompany him to New York – "to watch over me while I sleep" – or lose his place on the railroad. Elam hesitates but Eva insists they need the work.
Elam enters the train's passenger car but the conductor directs him to the Negro car. Although Cullen interjects, "He's mine," Elam heads to the Negro car so Cullen follows..
In New York City, Cullen and Elam are greeted by Clement Beale, Secretary of Credit Mobilier. Clement informs Cullen that the Chief Engineer position has been filled by someone else. Cullen insists Clement take him to see Thomas Durant in Hudson Prison.
At Durant's cell, Cullen asks Durant to vouch for him to Credit Mobilier. Durant refuses, claiming he's "ruined," so they won't listen to him.
Cullen buys new suits for himself and Elam. The shop owner gives Cullen a tip on where to find railroad workers.
At the Credit Mobilier office, Cullen enters the boardroom while leaving Elam behind with the other servants. Congressman Ames tells Cullen the job is no longer available; it belongs to Senator Metcalf's son-in-law. Cullen challenges: "I aim for it to be mine before I walk out that door," then presents the board with detailed plans and designs.
Cullen is awarded the Chief Engineer job with Union Pacific stock as payment. He and Elam search for Three Piece Duffy in hopes of hiring railroad workers. Duffy agrees to get Cullen workers but insists on seeing gold upfront. Cullen refuses. Duffy's men circle around but Elam reaches for Cullen's gun. Chaos ensues. Cullen and Elam flee.In their hotel room, Cullen reprimands Elam for grabbing his gun and mocks Elam for thinking he's truly free. The two brawl. They're interrupted by a telegram informing Elam that Eva had the baby.
Cullen enters an empty church. Looking at a statue of Jesus, he says, "I'm sorry for the things I've done and for the things I've left undone." A priest approaches: It's Reverend Corner, who married Cullen and his wife, Mary. The priest does not recognize Cullen.
In his cell, Durant reprimands Senator Metcalf for not getting the board to vote against Bohannon. "Your fall will be far greater than mine if Bohannon is not stopped and I am not returned to the railroad," Durant warns.
Beale shows Cullen to his new railroad car -- formerly Durant's. Collis Huntington, head of Central Pacific, awaits Cullen. Beale leaves the men to talk. Collis tells Cullen that Union Pacific is broke, and offers Cullen an opportunity to cross the California border, promising gold as payment. Cullen declines.Elam arrives home to Eva and the newborn daughter.
At the Omaha train station, Sean McGinnes tells Cullen that the workers started pouring in when they heard he was back. Ruth Cole prays in front of the train as Elam and Eva pack their belongings. Mickey McGinnes talks to a group of prostitutes while Sean sits alone.
Durant leaves the prison in a carriage with Metcalf.
Cullen jumps into his rail car then tosses his hat in the air as the train takes off.