 Jack Sinclair s gang is trying to steal the gold the U.S. Army is transporting on the same train Doc is transporting a seriously wounded Matt to Denver. Festus and Newly commandeer the wagon the gang will use the haul the gold away. Sinclair and most of the gang give chase on foot; the wagon cannot move fast because of the weight of its load. Matt, laying face down, still manages to shoot one of Sinclair s gang. But, in the process, his condition worsens. Meanwhile, the back story of various passengers unfolds, including a priest who doubts his faith.