The stagecoach bound for San Francisco stops off at Sweetwater carrying two passengers: Captain Falcons and Eloise Mayhew. They’re disgusted with the relatively loose morals of Sweetwater, and are shocked when Bret kisses his current flame, Irish Annie, goodbye as she gets onto the stage. As the stagecoach leave, Mary Lou posts a new paper warning that Apache renegade Cinto Morado has fled the reservation and vows to die rather than be captured.
Sometime later, Falcons rides into town on a horse with a sobbing Eloise. He tells them to get a doctor because she’s been shot and brings her into the Red Ox. Falcons explains that the Apaches attacked them 10 miles out. As the townspeople gather, Bret asks Falcons about the others and the captain shakes his head. They ride out to the stagecoach and Falcons explains that he dragged Eloise into a ditch and defended her, and the Apaches killed the others. Philo Sandeen goes out with them and examines the arrows while Dowd returns Falcons’ sword. The sheriff says that there’s no sign of the $100,000 payroll that Falcons was escorting, and comments that the captain was lucky to hold the renegades off with a pistol. Falcons dismisses it, saying the Indians may have been frightened by his uniform. There’s no sign of the three Apaches that Falcons killed and he says that the Apaches took their dead with them. Mary Lou gives him a description of Morado and Falcons confirms that was the leader.
Back at the Red Ox, Falcons tells the story of his brave defense of Eloise. Dowd arrives and tells Elijah that Eloise will pull through. Bret is drinking in a corner, much to his friend’s concern. As Mary Lou brings in a newspaper announcing the “Sweetwater Massacre,” Tom and Cy go over and suggest that their friend go out for a while. Bret talks about how he met Irish Annie in the middle of her con. He’s interrupted when General Frye rides into town with his tamed wolf Maximillan. Dowd offers his assistance and Frye sends him to tend the horses. The general talks to Falcons, who apologizes for losing the payroll, and tells him that he’ll receive a medal for his actions. Frye then says that a battalion of 480 men will be there and he’ll cut orders for Falcons to ride out with him. Philo watches from the stairs as Frye vows to wipe out Morado and his renegades.
As the crowd cheers Frye, Philo speaks up and says that he knows Morado and the man is innocent. The Indian scout insists that he’s seen Indian massacres and Morado wasn’t responsible, but Frye tells Dowd to either shoot Philo or let him do it. Dowd and his men go after Philo, who leaps off the stairs onto the chandelier and then runs out the door. Meanwhile, Frye and Falcons share a toast to Morado’s death and Bret passes out. Tom and Cy load him onto the wagon and Mary Lou asks them about Philo’s comment. Cy is skeptical but Tom points out that Philo put himself at risk to protest Morado’s innocence. When Mary Lou says she’d like to hear Philo’s story, he emerges from a nearby haystack and explains that Morado wouldn’t have left any survivors. He suggests that they talk to Falcons, who must be lying, and shows them a shovel he found with fresh blood and dirt, meaning someone buried the payroll. Tom agrees to talk to Dowd while Philo goes to warn Morado. Bret wakes up and offers to go with Philo so he can look Morado in the eye and have him deny that he killed Irish Annie.
Falcons goes to see Eloise at the Majestic Hotel. He’s eager to confirm if she’s leaving town but she’s reluctant to travel while Morado is at large. Eloise hugs Falcons and thanks him for being there, then and now, and refuses to let him go. The captain offers to help her forget with a large measure of “comfort,” and Eloise explains that she’s a 37-year-old virgin. He picks her up and takes her to the bed.
Philo and Bret ride into the Badlands and the gambler wonders why the scout is out there. The half-breed says that Morado is his blood brother but Bret doesn’t believe him and figures he has an ulterior motive.
Tom asks Dowd to investigate the massacre properly but the sheriff refuses to risk his reputation to defend the Apaches. Dowd defers to the troops but Tom threatens to tell the townspeople about the night Dowd spent at Sutter’s Bar. The sheriff caves and Tom suggests that he go to the Riverbottom Bar to look for any new faces. Dowd refuses but agrees to send Deputy Sturgess, but Tom blackmails him into doing it himself.
Falcons finishes with Eloise and she asks when he’ll be back, but he says that he’s riding out with Frye. Mary Lou knocks on the door and comes in to see Eloise desperately kissing Falcons.
Philo tells Bret that they’re there, and Morado and his renegades ride up. Morado calls Philo the Sweetwater Vulture and says that he’s finally his.
Mary Lou talks to Eloise and points out that according to the doctor, she was only slightly grazed. Eloise insists that what she described was true but admits that she passed out before the stagecoach was turned over. When she woke up, she was in the gully with Falcons and had already been shot. She tells Mary Lou that once Falcons returns from the campaign, they’re to be married.
Bret wants to ask Morado if he killed Irish Annie, but realizes that Philo and Morado have never met. Morado challenges Philo to a vengeance ritual and Philo accepts. As the two men prepare to fight, Philo explains that he has to atone for the many injustices he has committed while claiming that the Apache were responsible. When Morado binds their wrists together and asks if Philo is ready to die, Philo says that it’s a good day to die. The two men fight until Philo finally gets the upper hand.
Philo spares Morado and the renegade explains that he only wants to be free. He asks Philo to speak to the long-knives and present his case that he doesn’t kill women and old men. Bret warns that the cavalry will attack in 24 hours, but Morado refuses to flee despite the overwhelming odds. The gambler says that he might be able to stop Frye and he has a plan, but he’ll need their help. Morado is reluctant to participate in another white man’s scheme but Bret warns that if he doesn’t help, he and his people will die.
Mary Lou asks Frye for a few more days to examine the evidence, but he insists that Morado’s fate was sealed at the inquest. The battalion arrives and Frye tells his men that they’ll ride at first light.
Tom and Dowd go to the Riverbottom and Tom takes charge, asking about men who are spending gold teeth and pocket watches. He notices a crowd of men and prods Dowd into going over and talking to them. They claim to be cattle buyers and Tom tells them to empty their pockets. One of the men goes for his gun but Tom outdraws him, but the bartender aims a shotgun and tells Tom to get out. Dowd scurries out and Tom reluctantly goes with him.
Falcons returns to Eloise and discovers her obsessed with their wedding plans. He tells her that she’s embarrassing him in front of his men and orders her to stop. When Eloise calls him her love, Falcons says that he doesn’t even like her and walks out. The head “cattle buyer,” Sam Black, says that they have to dig up the money now. Falcons says that he wasn’t counting on riding with the battalion and that they‘ll have to wait, and refuses to reveal the payroll’s location. As Falcons continues down the street, Bret and Tom approach him and explain that Mary Lou has found new evidence and they wanted him to hear about it. They offer to buy Falcons dinner and tell him more about what Mary Lou has planned.
Eloise sits in her room, her wedding dress discarded on the floor.
Philo is preparing an Indian truth serum at the restaurant, and Rodney has got a job as a substitute waiter. He offers the chili but Falcons would rather have a steak. They warn him that the restaurant owner, Jackson, sells tainted stock and the captain agrees to the chili. Rodney goes back to Philo, who gives him the recipe for his peyote, hemp, mescale, and mushroom truth serum and assures him that Falcons is in the mood for quite a trip.
Rodney goes back inside with the doctored chili but Jackson tells him to do something else and serves the dishes himself. Tom and Bret have no idea which plate is which. And watch nervously as Falcons eats his chili. He admits that it’s the best chili he’s ever had and they have no choice but to eat it as well. As they eat, Tom explains that the massacre site is near a haunted burial ground occupied by Manitou of the Black Wind and the Apaches would never go near there. They tell Frances that the curse is triggered when someone breaks ground, and the Indians wouldn’t dig in the middle of a massacre. They say that Mary Lou has a muddy shovel as evidence but Frances says that the driver had to dig the stage out of the muddy creek.
Once the men are done eating, Falcons starts stuttering and they realize that he got the drugged chili. Bret goes on about the Manitou of the Black Wind possessing people transforming into a snake and crawling into the victim’s ear. He tries to leave but Bret offers him a game of cards. They take him to what they claim is his hotel, unaware that Eloise is watching them and holding a knife. Inside what is actually a stable, Rodney and Mary Lou put on a light show using the newspaper camera and provide sound effects. Bret speaks up, telling Falcons that he’s going to hell for what he did to Irish Annie, while Tom pounds on a drum. As the drugged Falcons stares around in horror, Bret sets off a circle of gunpowder and Philo comes out dressed as the Manitou. He says that curse can be ended if the soil is restored before the moon sets. Falcons confesses and finds his horse nearby.
Eloise enters the stable as Falcons mounts up. She charges at him with the knife but Falcons ignores her and rides off. Bret tells Mary Lou to take care of her while the rest of them collect Dowd and take him out to watch the captain. After digging several holes, the drugged Falcons finally finds the buried payroll box Dowd tries to arrest him but Falcons insists that he has to restore the sacred soil. Black and his men arrive and capture Dowd, Tom, and Bret. The leader says that he killed Irish Annie and Bret draws his derringer and kills Black, while Tom takes out the others. Black falls in the hole that Falcons is filling back in and Bret prepares to shoot him again, but Tom tells him that it won’t accomplish anything. On the hill above, Morado and his renegades watch with Philo.
Back in Sweetwater, Cy and Rodney try to convince Frye to wait for Falcons. The general declares that Falcons is AWOL and prepares to ride out, but Morado and his men ride in, waving a white flag. Bret and Tom are there and turn over the payroll, explaining that Morado wants to trade it for their freedom and that Falcons will make a full confession. Eloise, looking down from the balcony with Mary Lou, says that Falcons looks small rather than heroic.
Dowd apologizes to Morado for the false accusation and assures them that the guilty parties will be tried and hanged. As Dowd leads Black’s gang away, Frye wonders if he’s expected to let Morado just ride away. Tom points out that the renegade showed courage by riding into town and the least he could receive is justice. The general considers and then orders his men to return to the fort. When Philo insists that Morado will be allowed to ride free, Frye says that he can... for now. As the soldiers ride out, Tom asks Bret if he’s feeling better and Bret says that he isn’t. However, he cheers up enough to start telling Cy stories about Irish Annie.
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