A hidecutter starts trouble in the Long Branch and Matt comes to the rescue throwing him out of town. When Festus goes up to fetch Dr. Chapman, he finds the old scudder there himself. Offering to buy Doc a drink, he can't resist and they surprise everyone down at the Long Branch. While they are all excited to see Doc, Matt is out checking the town and ends up shot in the back by the hidecutter he just threw out. Doc's homecoming is ruined when he realizes that if he tries to remove the bullet he could paralyze Matt and he doesn't want to be the one to do it. So, he contacts a surgeon in Denver, and loading Matt in the baggage car of the train, Kitty, Doc, Festus, and Newly all head for Denver along with a Federal gold shipment.

As the train moves along to Denver we meet several passengers. One is a Pinkerton man handcuffed to Beth Tilton, a woman who doesn't want to go back to Colorado to her husband. The other, Allie Dawson, is a young girl that Newly befriends who does not believe in violence. The train is taken over by Jack Sinclair, an old enemy of Matt's. Matt had shot his hand off before sending him to prison. Making it look like Matt is a dead body in the baggage car, he is safe for now with Doc standing guard, but it can't last long. Kitty senses trouble when Beth starts cozying up to Jack Sinclair and worries she'll tell him what she knows. Warning her that she'll do anything for her man, Kitty watches Beth like a hawk. Festus and Newly are forced to help load the gold shipment on the wagon and when they get it loaded they end up driving off with it luring the gang out on foot to chase them. Beth tells one of the guards about Dillon in the back, and he goes to kill him.

The conclusion to this three parter. Dillon kills the guard that was gunning for him and the passengers take the train back over. The only problem, all the fuel has been destroyed so they have to get more fast. Festus and Newly are still out with the gold leading the men from the train on foot. Dillon's legs are numb and Doc has no choice but to operate whether he cripples him or not. Leaving the gold shipment and taking the mules, Newly and Festus head back to the train to try to get it going. Sinclair has the men push the wagon back to the train and gets there in time to keep it from taking off. Beth tells Sinclair about Matt Dillon, but Dillon's faster than a gun even lying down and ends up killing him. The train takes off leaving the bad guys and all their gold sitting at the tracks with no way to get anywhere.