Thomas Durant (Colm Meaney) and Lily Bell (Dominique McElligott) travel by train to Chicago, for different reasons — he, to further discuss the rail
road with Senator Crane (James D. Hopkin); she, to meet with her deceased husband's family. The Swede plants the idea that Lily fancies Durant. Since Mr. Toole and his the Irish gang can't attack the leaving Cheyenne, they look for the "Indian" whore and find her in Elam's tent. Elam defends the whore so they grab him instead and intend to kill Elam (Common) for sport. Cullen Bohannon (Anson Mount) interferes and helps him escape. The Swede persuades the them to purse Bohannon.