Hawks rides to the John Kaylor ranch to buy horses for the train but John just died. His widow Naomi refuses to sell the horses at the price John had promised. Naomi shows no sorrow over her husband's death, only wanting to sell the ranch.

While riding through the desert plains, Duke and Charlie come across a sheriff as he is about to die of a heart attack and his female prisoner, Lily Legend, a childhood sweetheart of Duke who the sheriff is taking to be hanged for murder.