- When one of the Morgan brothers is shot and killed by Ben during a bank holdup, they vow revenge. The friends he thought he had in town decide to hide away while a wounded Ben lays up waiting for them to ride into town.
- While Adam and Joe are in Sacramento, Ben and Hoss are caught in a bank robbery. Defending the clerk and Hoss, Ben shoots one of the robbers, a brother in the Morgan gang. Ben is shot in return and the gang gets away.
Ben is badly wounded and the doctor doesn't think he should return to the Ponderosa, so Anne offers to let him stay at her place. She owes Ben and remembers what he did for her.
Half the town parades through Ben's room congratulating him on what he did and promising not to forget what they owe him. They assure him that the posse will get the rest of the Morgan gang. Ben isn't as confident, the Morgans are tough. After everyone leaves, Ben apologizes to Anne for the inconvenience. She reminds him that she owes Ben. Ben says there are others he could have stayed with. She doubts that. Her husband thought he had friends in town too, but they all turned their backs on him, all except Ben. They let a lawyer convince them to hang an innocent man and now her husband is dead and she's a saloon girl. She tells Ben not to depend on his "friends."
The posse falls into a trap at the Morgan camp and all are killed. An Indian brings the bodies back to Virginia City. There's a note attached saying the Morgans are coming at sundown for Ben. The lawyer, Tom Pryor, is now the town drunk (he's been blamed and blames himself for wrongly hanging Anne's husband) and he laughs when he sees how the town is now ready to hand Ben over rather than protect him.
Hoss doesn't really know what to do and Ben says they should allow the Morgans to come to town, but to be ready with a trap for them. Hoss says they can block off the side streets. Ben says once they're in, pull a rope across the street and stop them from getting out. Then they'll have the Morgans trapped and surrounded.
Hoss goes around town trying to recruit help, but everyone refuses. Some even blame Ben for bringing this on the town. The only one who agrees to help is Tom. Hoss is desperate and will take even the drunk lawyer. He starts building the barricades and he and Tom hide the rope that will hold the Morgans in. Tom's job will be to pull the rope when the gang has crossed it.
Ben has Anne bring him a gun. She comments sarcastically that he won't need it with all his friends around. Then sincerely tells him not to put his faith in the town. Ben says it's not misplaced faith. Hoss arrives with Tom. Despite the fact that he's the man that got her husband hanged, she lets him in. They manage to side step Ben's questions about the town's assistance saying things like, "All that are willing are ready." As Hoss leaves, Anne says Hoss can't fight the Morgans alone, he'll be killed. Hoss agrees, he probably will be.
As sundown draws nearer, Tom needs a drink to fortify himself. He goes to the saloon and sees most of the town there drowning their guilt and cowardice. Tom welcomes them to his world. He takes a bottle and gun and goes upstairs.
Hoss checks to see if Tom's ready, only to find the position empty. The doctor comes up and says he's not good with a gun, but he'll do what he can. Hoss tells him how and when to pull the rope.
The Morgans come. Ben doesn't know why there's no shooting. The rope should've been pulled and the town fighting the Morgans. The Morgans are confused by the lack of response as well. The rope gets pulled, but no one fires. Ben realizes that Hoss lied about the men and he's now out there alone. He has Anne help him up. Hoss gets a few shots out as he ducks around corners. Tom, from the window above the saloon shoots too. He's shot and falls out the window. Hoss is able to kill several members of the gang. Anne has gotten Ben outside. When she sees Tom lying in the street, she goes to him. He tells her to forget the hate and dies in her lap.
Finally, the eldest Morgan wants to face Ben alone. Hoss doesn't like the idea, but Ben agrees to meet Carl. It's a fair draw and despite Ben's wound, he wins. Now the town comes out, but they can't face Ben and he just scowls at them. Then ahe dmits to Hoss that he expected too much from them. Hoss reminds him that Tom and the doctor helped. Ben admits that there are those who do as much as they can and that makes up for the rest.
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