The owners of the Bradford and Willson Transportation Co. had been contracted to build a railway line for Judge Garth and other investors but had been procrastinating in starting the project. When the Judge threatens them with legal action, they send a woman, Mrs. Wallace (Vera Miles), to spy on the Judge by becoming Betsy Garth's private tutor. Matters become complicated when the Judge falls in love with Mrs. Wallace. They become even more complicated when the Judge shoots in self-defense, Willson (David White), but can convince no one, including the police, that the man is dead.

In Coyote Wells to deliver some cattle, the Virginian, Trampas and Steve Hill encounter Martin Reese (David Wayne). Reese had lost his wife and children to smallpox, had sold his farm, and now travels giving lectures urging vegetarianism. His lectures are not received well in cattle country and when one of his hecklers is found murdered, Reese is the main suspect, is seen as a murderous loony and is pursued by a posse. On the way back to Medicine Bow the Shiloh cowboys encounter a woman, Ellen Beecher (Barbara Barrie), who knows of Reese's whereabouts. Ellen has several orphans in her care and the Virginian and crew become involved in trying to help Ellen with the children and in finding and protecting Reese from the vengeful posse.