Ben Calhoun buys a railroad in a poker game, but finds himself challenged by his ex-partner, who after being humiliated in a fight is willing to kill to destroy Ben's dreams. Adapted, and changed somewhat, from the longer "Rail Runs West".

Ben Calhoun sells a herd of horses, uses the proceeds to get into a poker game, and wins the BPS&D railroad. He learns the railroad is broke but is determined to lay tracks to Scalplock while a disgruntled partner tries to stop him.

Calhoun is under contract to deliver a herd of cattle, but a ruthless opponent of his is determined that he not succeed, and dynamites the bridge that was on the main route.

Calhoun's attempts s to acquire a right of way from a said to be merciless woman killer are complicated by the woman's demand for marriage as payment and the plans of a ruthless saloon owner to out maneuver him.

Calhoun's plans to obtain a right of way through the town of Paradise are jeopardized by four Confederate former comrades-in-arms he has hired. The men's rowdy behavior and total disregard for law has Tarrant advising they be fired, but Calhoun feels too obligated to the leader of the group.

When starving Apaches leave their reservation in search of food, and encounter a brutal Cavalry commander, Ben seeks a peaceful resolution.

A gunslinger turned traveling salesman seeks revenge against the bushwhacker who crippled his drawing hand.

Calhoun decides to go into the rugged Apache country hills for a fight to the death against Cougar Man, an Apache who has killed five of Calhoun's men, and who believes himself cursed to kill as many men as possible until he himself is killed.

Calhoun must transport an Army unit which has captured the renegade Sioux chief War Cloud and is bringing him to stand trial for numerous murders. This comes at a bad time for Calhoun, as he is hoping to impress another passenger, a wealthy banker whom he hopes will agree to a loan for the railroad. The banker's daughter believes War Cloud is being mistreated. But a man who lost his family in one of War Cloud's raids plans to make sure the Indian dies long before he arrives at the fort, and is willing to fight Calhoun to make sure of it.

Calhoun arrives in a small town to attend the wedding of an old friend. But he can find no trace of the man, and everyone in town just wants Calhoun to either leave or be killed, including the town boss, the father of the girl who was supposed to marry Calhoun's friend.

After Dave is captured and forced to work in a town of outlaw forced laborers, Calhoun decides to infiltrate it in the hopes of getting him out, though he might not get out himself if his cover is blown.

One of Ben's trains is robbed of $50,000 and the thief is to be hanged for the crime. Deciding the sentence is unjust, Ben goes to extraordinary means to save the man's life.

After a boiler on the train blows, Calhoun offers to refund all the passengers, but a headstrong woman is determined to continue on as planned to the mine her grandfather left to her. Rather than let her go alone, Dave accompanies her, but on the way they learn that others are just as determined to stop her from arriving in time to sign the deed---even though the mine does not have the gold or silver the grandfather thought it had.

Ben needs the right of way for his railroad in a near ghost town. But a dark secret is being kept by the last of the citizens and they would rather Ben is killed than have it revealed.

Despite Calhoun's best efforts at providing security while a millionaire industrialist and his wife are on the train, a group of outlaws too easily manages to break through and kidnap the man.

Calhoun learns from Dave and Barnabas that all of the railroad's crew has been lured away by the promise of gold from a nearby mine. Actually, it is all part of a plot to lure Calhoun away in the hope of stealing the railroad.

After Calhoun rescues a headstrong young Indian woman from two buffalo hunters who were abusing her, he asks her to be his scout through dangerous terrain on his way to meet with a Sioux chief. She agrees, until she learns that he plans to negotiate putting the railroad through Sioux territory.

As Calhoun rides on the train with General Sherman on his tour, Dave, Barnabas, and the entire population of one of the train's stops are taken prisoner by a former Confederate officer and his group, who plan to assassinate the General.

Ben Calhoun gets to end of beating line alive, then is invited for a last dinner before being shot. Ben wins his life back in a poker game, but Pembrooke reneges, and Ben runs away for his life and kills his pursuers.

A cave-in traps Nils, another crewman, and a little boy in a tunnel. While Dave and others work to dig them out, Calhoun and Barnabas rush to retrieve a batch of nitro to free them. But their trip becomes more dangerous than ever when their wagon wheel collapses and they must seek the help of a preacher who believes they are damned, and someone else who is determined that they not make it back alive.

A man who sold lumber to Calhoun's railroad has disappeared, and his brother thus refuses to unload the lumber unless and until he is found to prove the sale was made. Suspecting two renegade Indians who quit just after the man left, Dave sets out to find them, along with the seller's brother. The behaviour of the owner of a trading post leads them to suspect the answers are to be found there.

At a stop in town, Calhoun is forced to shoot a man. Unaware of who he is, two men then hire him to kill---Ben Calhoun. Calhoun decides to play along with the plot in the hope of discovering who is behind it.

While the train is stopped in the town of Banner, where Calhoun is making a major business deal with town founder Big Jim Banner, Barnabas is attacked by Banner's son, who thinks Barnabas is one of the Claiborne boys with whom the Banners have a major feud. At first it seems to be a mistake, until Barnabas meets Jeff Claiborne, who looks just like him. Soon Barnabas, who was raised as an orphan, starts to believe that he may be a Claiborne as well.

Six people from a stagecoach board Calhoun's train, all in fear for their lives after being followed for miles by a notorious gunman, who also boards the train. Calhoun puts him off, but he keeps following, and won't reveal which of the people he has been hired to kill, leading each of them to paranoid fear which may be a worse killer than his gun.

Calhoun finds an eight-year-old Arapaho boy alive as the only survivor of a battle with the Shoshone. He wants to bring him back to his people, but the Shoshone want him brought to them, as he is the son and heir to the slain Arapaho chief. Calhoun fears that he will be killed if brought to them, but local townspeople, including a close friend, want to maintain the peace with the Shoshone and thus do as they ask---while others in the town want to use the incident to start a new war.

With Calhoun away, the train is taken over by a group of ruthless outlaws who demand that Dave turn over a large fortune in bonds that is being delivered. Dave tells them that they will have to wait for Calhoun to return with them, but that is a delaying tactic as Calhoun will not be back that soon and Dave may have to resort to other plans to save the lives of the crew and passengers.

Calhoun is under orders from President Grant himself to safely transport Pierre Le Druc, an associate of Mexico's deposed puppet emperor Maximilian, to a meeting with his French countrymen on the west coast. But Le Druc is a ruthless killer, and a Mexican general is also pursuing the train to capture Le Druc and bring him back for trial.

When Calhoun's railroad is given the contract to haul for a mining company, it effectively puts the owner of the old coach freight line, who had the contract before, out of business. The freight company owner's inept sons decide to get back at Calhoun by robbing the railroad of the mining company payroll, and they hire a ruthless gunman to help them.

Calhoun wins a high stakes poker game against outlaw gambler Dan Patrick. But Patrick says he does not have the money on him, and offers a beautiful young Spanish noblewoman as collateral. Calhoun agrees to leave the young woman with Barnabas as he goes with Patrick to retrieve the money. But Patrick has no intention of keeping his end of the bargain.

Ben Calhoun is forced into a business transaction with conman Preston Webb. When he joins fellow grifter Helen Garth into convincing the locals of a machine that finds gold Calhoun and his friends endeavour to expose them.

Calhoun learns that he is transporting three female prisoners to Kansas City, and that one of them is the only witness against a ruthless mob boss being tried for murder. But the man has no intention of letting her arrive to testify against him, and has put his associates on the trail and on the train to make sure of it.

A horse race is actually being used as a plot to defraud the people of Scalplock and in so doing destroy Calhoun's good reputation with them.

Calhoun outbids his old nemesis Sam McGinty in an auction for a new boiler which both men need. But shortly afterward, the boiler is stolen at gunpoint and taken, along with Dave, to an impoverished town which needs the boiler to revive its only source of income. Dave soon finds himself in a predicament as he comes to sympathize with the townspeople.

Barnabas identifies his coworker and friend Billy Pardew as the killer of a store clerk, though only on the basis of his boots. The obviously biased judge, a man known to be too quick to hang defendants, asks Calhoun to act as Billy's defense when no attorney agrees to take the case. And Billy's uncles are determined to stop his being hanged any way they can.

Calhoun's acquisition of a right-of-way for the railroad is threatened when he takes the side of allowing a band of Indians---mostly old people, women, and children---to go through it on their way back from the reservation to their ancestral home. The townsmen who agreed to the right-of-way do not want them to cross it, and insist that Calhoun keep them only on the narrow strip he owns or forfeit it, and hence lose the railroad.

Bounty hunter McCoy will stop at nothing to capture a murderer. Dave faces a dilemma, knowing the man's location but having promised a woman to keep it a secret.

Ben puts himself in the center of a conflict when he decides to help French monks establish a vineyard. But trapper Ike Bridger and his friends see it as prime beaver habitat and are unwilling to give it up without a fight.

A bounty hunter arrives in Scalplock to start a new life. But he becomes interested in Julie and can think of only one option in dealing with rival Ben.

Ben has trouble to deal with when Hode Avery, a bad sort from the war, arrives in Scalplock. Plus rancher Clay Hennings is upset that the railroad is spooking his livestock and wants it to stop.

Calhoun realizes that four members of an outlaw gang have surreptitiously boarded the train. But he decides to not let them know he is on to them until he knows their plan, and can devise one of his own to stop them.

Young Frank Wyatt is accidentally shot in a fight with Barnabas, who thought he was behaving improperly with a young woman. Calhoun tries to take Frank to the nearest doctor by using the train, but Frank's powerful father forces both Frank and Barnabas off and takes them to his ranch. Though this action aggravates his son's wound, the elder Wyatt plans to kill Barnabas if Frank dies, even over Frank's objection.

The BPS&D's telegrapher plans to assist his three brothers in dynamiting the railroad and robbing the payroll it's carrying, until he learns that his wife and son are riding the train as well.

Although Calhoun discovers that the man who saved Julie and Barnabas from ambush is a former railroad engineer branded as a traitor during the Civil War, he still decides to hire him, despite Dave's objection and his own suspicions. Unfortunately, the man still has his old associates riding with him and they are all planning to steal the gold that the train is carrying.

Ben decides it's payback time when he encounters two card sharps who swindled him out of $10,000 for a worthless hill. Ben takes them on in a poker game for which he has a special strategy.

The ownership of a luxurious railway car is disputed so Ben takes possession of it even though it contains passengers. He ruins the plans of an outlaw gang that had plans to hold everyone and the car for ransom.

Calhoun is puzzled as to why two mortal enemies, a man and a woman, are refusing to sell him a right-of-way for the railroad because of a mine that everybody is sure is worthless.

A dying marshal deputizes Dave (who in turn also deputizes Calhoun) to transport his prisoner to Doan's Junction to be tried for murder. But other members of the killer's gang have boarded the train and are planning to break him free. The prisoner also sees an opportunity for escape in a young woman who is being forced into marrying a wealthy man and clearly doesn't want to.

Victor Lamphier has a grudge against alcoholic Billy Joe, whose father is a rich rancher. Victor hijacks Ben's train to exact his revenge and Ben must outwit the man without anyone coming to harm.