Despite Calhoun's best efforts at providing security while a millionaire industrialist and his wife are on the train, a group of outlaws too easily manages to break through and kidnap the man.

With Calhoun away, the train is taken over by a group of ruthless outlaws who demand that Dave turn over a large fortune in bonds that is being delivered. Dave tells them that they will have to wait for Calhoun to return with them, but that is a delaying tactic as Calhoun will not be back that soon and Dave may have to resort to other plans to save the lives of the crew and passengers.

Calhoun's plans to obtain a right of way through the town of Paradise are jeopardized by four Confederate former comrades-in-arms he has hired. The men's rowdy behavior and total disregard for law has Tarrant advising they be fired, but Calhoun feels too obligated to the leader of the group.

Ben decides it's payback time when he encounters two card sharps who swindled him out of $10,000 for a worthless hill. Ben takes them on in a poker game for which he has a special strategy.

Ben Calhoun sells a herd of horses, uses the proceeds to get into a poker game, and wins the BPS&D railroad. He learns the railroad is broke but is determined to lay tracks to Scalplock while a disgruntled partner tries to stop him.

Calhoun's attempts s to acquire a right of way from a said to be merciless woman killer are complicated by the woman's demand for marriage as payment and the plans of a ruthless saloon owner to out maneuver him.

One of Ben's trains is robbed of $50,000 and the thief is to be hanged for the crime. Deciding the sentence is unjust, Ben goes to extraordinary means to save the man's life.

Ben needs the right of way for his railroad in a near ghost town. But a dark secret is being kept by the last of the citizens and they would rather Ben is killed than have it revealed.

A gunslinger turned traveling salesman seeks revenge against the bushwhacker who crippled his drawing hand.

Six people from a stagecoach board Calhoun's train, all in fear for their lives after being followed for miles by a notorious gunman, who also boards the train. Calhoun puts him off, but he keeps following, and won't reveal which of the people he has been hired to kill, leading each of them to paranoid fear which may be a worse killer than his gun.

Calhoun outbids his old nemesis Sam McGinty in an auction for a new boiler which both men need. But shortly afterward, the boiler is stolen at gunpoint and taken, along with Dave, to an impoverished town which needs the boiler to revive its only source of income. Dave soon finds himself in a predicament as he comes to sympathize with the townspeople.

The ownership of a luxurious railway car is disputed so Ben takes possession of it even though it contains passengers. He ruins the plans of an outlaw gang that had plans to hold everyone and the car for ransom.

Calhoun is under contract to deliver a herd of cattle, but a ruthless opponent of his is determined that he not succeed, and dynamites the bridge that was on the main route.

A cave-in traps Nils, another crewman, and a little boy in a tunnel. While Dave and others work to dig them out, Calhoun and Barnabas rush to retrieve a batch of nitro to free them. But their trip becomes more dangerous than ever when their wagon wheel collapses and they must seek the help of a preacher who believes they are damned, and someone else who is determined that they not make it back alive.

Young Frank Wyatt is accidentally shot in a fight with Barnabas, who thought he was behaving improperly with a young woman. Calhoun tries to take Frank to the nearest doctor by using the train, but Frank's powerful father forces both Frank and Barnabas off and takes them to his ranch. Though this action aggravates his son's wound, the elder Wyatt plans to kill Barnabas if Frank dies, even over Frank's objection.

Barnabas identifies his coworker and friend Billy Pardew as the killer of a store clerk, though only on the basis of his boots. The obviously biased judge, a man known to be too quick to hang defendants, asks Calhoun to act as Billy's defense when no attorney agrees to take the case. And Billy's uncles are determined to stop his being hanged any way they can.

A dying marshal deputizes Dave (who in turn also deputizes Calhoun) to transport his prisoner to Doan's Junction to be tried for murder. But other members of the killer's gang have boarded the train and are planning to break him free. The prisoner also sees an opportunity for escape in a young woman who is being forced into marrying a wealthy man and clearly doesn't want to.

Victor Lamphier has a grudge against alcoholic Billy Joe, whose father is a rich rancher. Victor hijacks Ben's train to exact his revenge and Ben must outwit the man without anyone coming to harm.

Calhoun arrives in a small town to attend the wedding of an old friend. But he can find no trace of the man, and everyone in town just wants Calhoun to either leave or be killed, including the town boss, the father of the girl who was supposed to marry Calhoun's friend.

After Dave is captured and forced to work in a town of outlaw forced laborers, Calhoun decides to infiltrate it in the hopes of getting him out, though he might not get out himself if his cover is blown.

At a stop in town, Calhoun is forced to shoot a man. Unaware of who he is, two men then hire him to kill---Ben Calhoun. Calhoun decides to play along with the plot in the hope of discovering who is behind it.

Calhoun wins a high stakes poker game against outlaw gambler Dan Patrick. But Patrick says he does not have the money on him, and offers a beautiful young Spanish noblewoman as collateral. Calhoun agrees to leave the young woman with Barnabas as he goes with Patrick to retrieve the money. But Patrick has no intention of keeping his end of the bargain.

Ben has trouble to deal with when Hode Avery, a bad sort from the war, arrives in Scalplock. Plus rancher Clay Hennings is upset that the railroad is spooking his livestock and wants it to stop.

Calhoun realizes that four members of an outlaw gang have surreptitiously boarded the train. But he decides to not let them know he is on to them until he knows their plan, and can devise one of his own to stop them.

When starving Apaches leave their reservation in search of food, and encounter a brutal Cavalry commander, Ben seeks a peaceful resolution.