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Emmett Dowd, a tough United States marshall, arrives at the Ponderosa to arrest ranch hand Dave Walker in connection with the death of Dowd's wife. Specifically, the marshall was arresting him on other charges when the two get into a gunfight. According to Dowd, he was shooting at Walker when the suspect pulled Dowd's beloved wife into the line of fire, resulting in her death. Walker then got away.

Dave professes his innocence, and since he is good friends with Adam, both Adam and Hoss decide to accompany Dave to make sure he completes the trip to Los Angeles alive. Ben, meanwhile, wires $1,000 to a top-notch attorney in Los Angeles to defend Walker.

Also on the stage to California – beautiful Andrea Strausser and her husband, Dr. Anton Strausser.

Dave repeatedly insists he's innocent and begs Dowd to unchain him. But this marshall is tough, and ignores every request.

Along the way, the stage picks up a drifter named Hurd Culter, who is stranded without water or supplies. Despite Dowd's suspicions he may an accomplice of Walker's, they pick him up.

That night, the stage stops at a way station in southern California (a barren desert, near as Hoss can tell). After Adam complains of the menial food, Dowd takes over the way station, locking up all firearms and making the stationmaster sleep in the kitchen, despite the stationmaster's protests.

After everyone has gone to sleep, Cutler sneaks out of the way station to run off the parked coach. Walker opens his eyes and then pretends to go back to sleep.

Well, Dowd hears the horses and investigates. He gets trampled but manages to kill Cutler when the drifter tries to attack him. Back inside and lying in pain as Dr. Strausser treats him, Dowd deputizes Adam as deputy marshall; Adam reluctantly accepts the responsibility.

Dave tries to talk Adam – who has sent Hoss to look for the missing horses and coach – into letting him go free, but the eldest Cartwright brother won't.

Dave then tries sweet-talking Andrea, kissing her and making her putty in his hands. She agrees to get the key to the handcuffs and shackles to free Dave (it's still in Dowd's pocket).

While Dowd is in a drug-induced sleep, Andrea retrieves the key and frees Dave, when Adam confronts him. Dave then lets slip he, in fact, did kill Dowd's wife, just as the marshall had said. And now, he's going to kill the marshall, right after he takes care of Adam.

But Adam ducks a shackle that was thrown at him and tackles the now-former Ponderosa ranch hand. Adam is beating Dave to a pulp...

...when the marshall comes out and orders Adam to stop. He admits that he had become a hardened, tough marshall bent on Walker's arrest and it changed him into someone who orders others around.

The next morning, Adam orders his former friend to "get in" to the stagecoach. After some banter about how Hoss is a great philosopher, the hick stationmaster comments that it means Hoss is the second-dumbest person on the face of the Earth, "and you're looking at the first!"