At dinner she tells the Virginian she faked the accident to gain his sympathy and meet him. She asks him to take her to meet Michael O'Rorke (Michael Rennie), the former foreman of Shiloh and the Virginian's good friend. Michael had been convicted of a crime for which he was innocent and had gone to the badlands where he leads a gang of rustlers. She believes her husband is hiding with Michael thinking erroneously that he had killed a man in Philadelphia. The Virginian takes her to the badlands where they are met by members of the gang and led blindfolded to their headquarters where they meet Michael. She asks Michael if he knows her husband whom she calls James Graham and he does not know the name but on seeing a photo recognizes the man as one of his men named Eddie Thorpe (Edward Kemner).
When Eddie arrives, Mrs. Francis tries to kill him with a derringer she had hidden on her person but only grazes his arm. She reveals he is not her husband but says Eddie had got her 18 year old daughter pregnant, had promised to marry her, but then had run off and the distraught girl had committed suicide. Eddie denies the charge and says he had had an affair with Mrs. Francis and had jilted her and she is simply seeking revenge. Mrs. Francis says she can prove her charge as there is a photograph of her daughter and Eddie from a newspaper article announcing their engagement which she has in her scrapbook back at the hotel. Michael requires all his men to be honest with him and thinking Eddie has lied sends one of his men for the scrapbook and locks Eddie up. The next morning they find Eddie has escaped so gang members set out after him.
Mrs. Francis steals a horse and also tries to search for Eddie but Michael catches her and tells her she should not throw her life away on revenge and they kiss. Eddie is captured but denies he lied and Michael beats him up in a fight. The Virginian and Michael discuss the latter's future. It is hinted that Michael had served his time for the crime of which he was innocent and only formed the gang to take revenge on the town for that conviction. The Virginian says all Michael is guilty of at this point is rustling and if he gave himself up to Judge Garth and the Virginian he could probably get away with only a short sentence. Eddie is recaptured but still denies Mrs. Francis' story. Michael and Mrs. Francis profess their love for each other but he tells her she must leave and has his men escort her and the Virginian out of the badlands.
At the hideout Michael tells his men he is leaving and the gang admits they were going to break up anyway and go their own ways. He tells them they can let Eddie go but they do not know Eddie has already escaped thinking he is going to be killed by the gang. The scrapbook is also brought revealing Mrs. Francis told the truth. The next morning Michael rides towards Shiloh to give himself up but Eddie has summoned the Sheriff (Ross Elliott). Under the pretence he will not arouse Michael's suspicion he gets the Sheriff to hide while he approaches the man. However, he shoots Michael twice and claims he thought Michael was going for a gun. They take the wounded Michael to nearby Shiloh where Mrs. Francis sees Eddie. She grabs a gun and goes to shoot Thorpe but Michael sees her, tells her of his love and hints that if she kills Eddie she will ruin their future. She gives up the gun and then Eddie is arrested. The Sheriff notes that shooting an unarmed man once might be an accident but not twice. Mrs. Francis and Michael embrace at the fadeout.