Meanwhile, the railroad men understanding that Clayton has not lived up to his part of the bargain, send two groups of gunmen to kill both Clayton and Matthew. Three of them attack Clayton in a whorehouse in which he has taken refuge. One shoots at Clayton through the window of his room, killing the young prostitute who is offering herself to Clayton, and Clayton shoots him through the same window. Clayton then shoots a second attacker through the door of his room, sending him over the railing to the floor below. The third attacker is dispatched by the whorehouse's madam, who seems to have a strong affection for Clayton as she smiles up at him while her pistol still smokes.