The cavalry, led by the cunning Sergeant Tibbs (Telly Savalas), has been following Colorado's party closely, and has unbeknownst to them camped just outside his hideout. The party bypasses the cavalry by an ingenious diversion, during which MacKenna tries unsuccessfully to escape with Inga. But shortly thereafter the cavalry ambushes the party at a water hole, and most of the supporting members of the gang are killed. The remaining gold hunters continue on their way, and as they near the canyon MacKenna and Inga begin to fall in love. A jealous Hesh-Ke, who now wants MacKenna back, twice tries to kill Inga but each time she is prevented from doing it.