Mushy is swindled out of the wagons and the remuda. He is fired, kidnapped by gypsies, sold into slavery and rescued by his new girlfriend.

Jonathan Damon is building the C&L Railroad. His crew has quit do to lack of pay. The store says no more credit. Goldie, his girl, and the three girls in her act are leaving. He needs to dig up 20 men. Favor shows up with 2400 cattle and 28 men. Damon tricks the drovers in o signing work contracts and having Favor arrested for abducting Goldie.

Damon has Favor's crew believing the railroad is the future. Favor escapes and goes to his crew, who want to be railroaders. Favor gets Quince to sent a false telegram that Damon's payroll arrived a week ago. Favor tells Damon's old crew. They go for a showdown with Damon.

Favor and another trail boss are forced to go to meet Rian Powers. Powers has assembled a group of outlaws. He has a plan to take over the beef industry, buy scaring off legitimate buyers so the trail bosses must sell to his men at low prices.

Wish is tired of trail cooking. He quits the drive and befriends a mother and her three boys. She is married to an abusive drunk, Fred Harmon who beats her. At the hotel, Fred tries to beat Wish to within an inch of his life. Mrs. Harmon shoots her husband. Wish takes the blame. Charlie Peg the hotel clerk knows the Mrs. did it and blackmails Wish.