Jim and Artie are at the town of Tonka Flats, waiting until noon while the Army oversees the citizen evacuation. The agents spot a falcon flying overhead, and then ride over when a woman objects to the soldiers. She complains that they’re being moved for no reason, and all Artie can tell her is that it’s dangerous to stay in Tonka Flats. Once everybody is out, Jim and Artie clear out with the soldiers. They’re unaware that four men are watching from hidden spots on the hillside.
At five minutes until noon, the falcon flies overhead again. The mother realizes that her daughter Bonnie is missing and Jim rides into town to the family’s house. He finally finds Bonnie playing with a wind-up duck and gets her out of town. At precisely noon, there’s an enormous whistling sound and the town of Tonka Flats is wiped out, while the men on the hill smile in satisfaction.
Later, Jim and Artie return to the
Wanderer and meet with Colonel Henderson and General Lassiter, chief of United States ordinance. Lassiter is shocked at their report that one shell destroyed the entire town and tells them that he wants that cannon. They advise against him searching for it, warning that they could lose a city. Henderson explains that the State Department received a letter from an individual calling himself the Falcon, demanding $1 million. If he wasn’t paid, the city of Denver would be destroyed. The next day, they received another note from the Falcon saying that Tonka Flats would be destroyed by way of a demonstration. Henderson assures Lassiter that Jim and Artie will find a way to obtain the cannon.
Jim goes back to Tonka Flats to investigate the wreckage and pick up the trail, and notices the same falcon flying overhead. Three men ride up to him on horseback and attack him with medieval weaponry. Jim shoots two of them, killing one and wounding the other, but the third one knocks him over and they ride off with their wounded. A woman watches from the hillside and summons the falcon to her hand, and then rides off.
At the
Wanderer, Artie is going through his notes and checking the shell fragments when one of the men from the hillside, Felice Munez, comes in. He tells Artie to reveal what he’s discovered and smashes a bottle with a whip when Artie refuses. Artie tries to stall without success and Munez informs him that the Falcon has sent him and the others an invitation to witness the destruction of Tonka Flats. The four men, representing their nation’s criminal cartels, are then to bid on the Falcon’s cannon. Munez believes that Artie has discovered the Falcon’s secret and wants to share it with him. When Artie says he doesn’t know, Munez whips off his tie and warns that there’s worse in store. Artie notes that he’ll have to turn up a burner to demonstrate and Munez does it for him... unaware that it sends up a flare to warn the approaching Jim.
Jim spots the flares and rides toward the train, unaware that one of the Falcon’s soldiers is watching him. Meanwhile, Artie shows Munez a shell fragment and tries to baffle him with technological babble. When Munez realizes that he’s stalling, he prepares to whip off Artie’s ear. Jim arrives and shoots off the whip at its handle. Munez explains that he speaks for the Barcelona Syndicate and they ask him to prove he is whom he says. As he starts to explain where he was to meet the Falcon, someone throws a grenade in through the window. Artie and Jim duck back and the blast kills Munez. Jim goes outside to track down the killer, who comes after him with another grenade. Jim shoots the man, who drops his grenade and is caught in the blast.
Back at the train, the agent figure that the killer was after them and disposed of Munez by mistake. Artie explains that the only thing he found on the fragment was several chemicals that wouldn’t be found on a cannon shell. He notices a piece of paper in Munez’s hat and confirms that it has a cold recipe on it. The prescription came from a Dr. Horace Humphries in Sinful, Colorado. Artie checks the map and confirms that Sinful is connected to Tonka Flats, and figures that the prescription is the invitation to the Falcon’s auction.
Artie is soon disguised as Munez and heading by stagecoach to Sinful. Another of the cartel criminals, Alex Heindorf, is also aboard. The woman with the falcon, Lana Benson, is also onboard and says that Sinful is her hometown. Heindorf admits that he is going to Sinful as well and claims to be a salesman. They stop at a small town to pick up the other two men from the hillside, criminals Clive Marchmount and Silvio Balya.
Jim rides into Sinful while a man with a falcon tattoo on his hand watches him. The agent goes to Dr. Humphries’ office and says that he needs medical attention. Humphries invites him in and Jim says that he has a cold. The doctor examines him and says that he’s fine, but Jim asks for the same prescription that Munez had. Humphries direct him to the town hotel and advises him to take Room 28, and promises to send the prescription over later.
As Jim leaves, the stagecoach pulls into town and the passengers dismount and go their separate ways. Artie collects his case and stands next to Jim, quietly briefing him on what he’s discovered. Jim figures that Humphries is the Falcon’s contact man and Artie goes to see the doctor. Lana is there and he shows her Munez’ prescription. She ushers him in and two men with guns capture him.
Jim is sleeping in his hotel room when the clock stops ticking. He immediately wakes up and sees a small explosive grenade drop out of the pendulum. Jim ducks behind the door, surviving the blast, and the tattooed man, Felton, and his henchman comes in. Jim knocks out the henchman while Felton runs out the door and gets to his horse. He rides off and Jim mounts up and rides after him.
Humphries straps Artie to an examination table and prepares to give him a sedative, and assures him that when he wakes up he’ll be with the Falcon.
Felton leaves the road and Jim goes off after him. The trail leads to a mine shaft and Jim approaches the entrance. He ducks back just in time as a set of metal-toothed doors close, almost cutting him in half. Jim finds the trigger panel buried in the ground and triggers them with a rock, then ducks back through when the doors reopen. As he makes his way inside, three soldiers jump him and quickly knock him out. When Jim wakes up, he finds himself in a cell. He uses the bedframe to climb up to the barred window and sees the wagon with Artie and the other unconscious criminals arrive.
Once Artie and the criminals are placed at the conference table, Humphries and Lana come in. The sedatives wear off and Humphries calls the meeting to order. The doctor assures them that the drug has no side effects and is completely predictable. When Heindorf insists on dealing with the Falcon, Humphries says that the Falcon will get to him in due time and introduces each criminal to the others. Heindorf complains, noting that he was told no one else would be bidding. Artie insists that it’s a matter of competition and Marchmount agrees. Humphries interrupts and takes them down the hallway to his armory. A massive set of doors open and the Falcon’s super-cannon, designed in the shape of a falcon, is wheeled out for their examination.
A soldier is passing by Jim’s cell when he hears an odd quacking noise. He looks through the bars, sees a wind-up duck, and goes inside to investigate. Jim is hiding above the door, drops down, and knocks the man out. He then takes the man’s falcon mask and uniform and leaves.
Artie looks around the armory cavern and a guard stops him from going any further. The doors open again and Humphries and Lana come out, wearing falcon uniforms. The criminals realize that the mild-mannered Humphries is the Falcon and apologizes for the charade, but insists that it was essential.
Jim heads for the supply room and a soldier intercepts him. Jim knocks the man out and runs.
The Falcon tells the criminals that there are two Falcon cannons. He plans to keep one and give them the winner for free. However, they need the special catalytic element in the gunpowder. The winner will rule Europe while the Falcon rules the U.S. When Heindorf refuses to bid, he walks out and draws a gun when the Falcon soldiers try to stop him. However, one of them approaches him from behind and kills him with a mace. The Falcon suggests that they conclude their transaction.
The criminals return to the conference room and Jim knocks out the last guard and slips in with them. He then hides and watches as Artie offers to pay the price up front. Marchmount and Balya offer to match it, but the Falcon says that he’ll accept the best bed. Artie starts with $5 million, intimidating Balya. Marchmount bids high while Balya says he needs to consult with his colleagues. As they haggle, Jim writes a short message saying, “Where is it?” and uses a small tube to shoot it to Artie. He drops his cigar and palms the note, secretly reads it, and loudly announces reviews the location of the cannon. Jim then uses climbing hooks to scale up a column and then fires a dart and line to the other side of the chamber. Meanwhile the criminals continue the bidding. Artie suggests that he and Marchmount combine forces and bid $20 million. The Falcon agrees to close the bidding but Balya objects and draws a derringer. When the Falcon kills Balya, Jim takes advantage of the distraction to slide across the chamber and make his way to the armory
The guards discover that Jim has escaped and warn the Falcon and the others. They sound the alarm and head for the armory, and Jim hears them coming and goes to the cannon. The Falcon arrives and tells Jim that he will witness the destruction of Denver because the U.S. government tried to interfere. As the Falcon goes up the catwalk to calibrate the sighting mechanism, Artie sets off a smoke bomb and the agents attack the soldiers. While Artie sprinkles gunpowder around the cannon, the Falcon warns that the timing mechanism has been started and can’t be stopped. Jim knocks him off the catwalk and then re-aims the cannon. Lana begs them to take her with them and Jim garbs her while Artie ignites the gunpowder. They get out into the hallway and close the blast doors just as the cannon fires. A second later the gunpowder explodes, destroying the cannon. The shell strikes harmlessly in the hills.
Later at the train, Artie notes how many people died for the Falcon’s dream of glory. Lana insists that she wasn’t deeply involved and suggests that they let her slip quietly away. When they refuse, she grabs Jim’s gun from the counter and holds them at bay. When Lana advises them not to do anything foolish, Jim points out that he’d never leave a loaded gun laying around. Lana throws the gun at them and tries to run, only to find a marshall waiting outside. He takes Lana away and Artie admits that he was worried until Jim said the gun wasn’t loaded... and realizes the gun was loaded after all.
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