On the way to Abilene, Matt and his men repel an Indian attack on a wagon train made up of gamblers and dance hall girls. One of the people they save is Tess Millay (Joanne Dru), who falls in love with Matt. They spend a night together, and he gives her Dunson's mother's bracelet. Eager to beat Dunson to Abilene, he leaves early in the morning, the same way Dunson had left his lady love with the wagon train 14 years before.