Continuing with the drive, Valance relates that the railroad has reached Abilene, Kansas, which is much closer than Sedalia. When Dunson confirms that Valance had not actually "seen" the railroad, he ignores the rumor in favor of continuing to Missouri. Dunson's tyrannical leadership style begins to affect the men. After he announces he intends to lynch two men who stole supplies and tried to desert, Matt rebels and takes control of the herd in order to drive it along the Chisholm Trail to the hoped-for railhead in Abilene, Kansas. Valance and Buster (Noah Beery Jr.) become his right-hand men. Dunson curses Matt and promises to kill him when next they meet. The drive turns toward Abilene, leaving Dunson behind.