- A train is passing in the rain.
- Will, the Kid (who is chugging whiskey), and Ned are watching.
- The train passes, and we see English Bob inside, passed out/asleep. The boys don't notice.
- They head towards Big Whiskey, and pass the sign that says no firearms allowed.
- Inside Skinny's place, one of the girls comes into a room and tells Alice she has a customer. It's the Kid. The look on Alice's face changes.
- She knows.
- Meanwhile, Beauchamp and Bill are at Bill's place. Bill has multiple pans set out to catch the rain that is leaking through his roof and all over the table.
- Beauchamp is taking notes.
- Bill tells him about what kinds of guys he doesn't like (assassins and "men of low character").
- Beauchamp makes a gesture to Bill, suggesting that he can't work with all the rain getting all over everything.
- Bill says he has no more receptacles. Beauchamp says he should just hang the carpenter.
- Bill is irked. Beauchamp tries to explain, but then leaves it.
- He has no idea that Bill is the carpenter.
- One of Bill's deputies arrives to tell Bill that three men have just arrived and at least two of them have guns.
- Ned and Will are inside Skinny's place. They wonder where the Kid is.
- Will is wheezing and coughing. He's getting sick.
- Ned notices: "Jesus, Will, you look like s***."
- Will starts talking about he saw a guy who's now dead (it's unclear if this was man was an accomplice or a victim).
- Ned notes that Will has a fever, offers him whiskey, and goes in search of the Kid.
- Before leaving, Ned nervously dances around asking if it's okay if he goes and, uh, spend some time with one of the "sportin' ladies." He knows Will won't want to come.
- Ned leaves, and Will pushes the glass of whiskey away.
- Shortly thereafter, Bill and his deputies enter. One of them, who was already in the room, pulls his gun and moves towards Will.
- Bill approaches and tells him he needs to turn in his firearm to the office.
- He supposes Will didn't see the sign because of the weather.
- Will says yes, but then he says he isn't armed.
- Bill doesn't buy it, and moves closer to Will. He asks if his friends are armed. Will says no.
- Bill then surmises that if he (Bill) were to call Will a bunch of names, Will would shoot him. Will agrees.
- Bill orders him to stand up, and he then disarms him. He asks if the gun he's carrying is for "snakes and such," Will says yes, and Bill says there aren't any snakes in there.
- Will says the gun isn't loaded or that the powder is wet. He's a bit delusional from fever, it seems.
- Bill turns to Beauchamp, and as he says that Will is the kind of guy he's just been talking about, he hits the sickly Will in the face.
- Will falls, and Bill kicks him in the face. He then pulls him up, and punches him several more times in the face, knocks him down, and then kicks him.
- As he's beating him, Bill says you can find men of Will's ilk in all "prosperous" places (Abilene, Cheyenne), but you won't find them in Big Whiskey.
- One of the prostitutes upstairs observes the beating, and heads back to tell Alice.
- Beauchamp is shocked, as are the other deputies.
- Meanwhile, Alice and some of the others are helping the Kid and Ned get dressed. They tell them to meet them somewhere (a lone pine is the landmark they are to look for).
- They fall or slide out of a second story window, into the rain.
- They scramble to get away. The Kid keeps asking what they're going to do about Will.
- Will is still inside, crawling along the floor, in really bad shape. Everybody watches.
- Bill orders Beauchamp to open the door for Will, who wants to "leave the hospitality of Big Whiskey behind."
- Will manages to crawl outside. The scene shifts as he's lying in the street in the rain.
- Little Bill is in Alice's room. He smacks her in the face. Skinny tells him to take it easy.
- Bill wants to know why Ned and the Kid just jumped out the window, if they were only there for sex.
- Alice says it was because they saw him beating their friend. Another girl pipes up and says the men were only there for billiards.
- Bill isn't buying it.
- The girl says they were passing through, on their way to Fort Buford.
- Alice says Bill just "kicked the s*** out of an innocent man."
- "Innocent of what?" Bill asks.
- It's still raining outside.
- Ned and the Kid come around the corner and see Will, who has somehow managed to get on his horse.
- The scene shifts, and the men are somewhere secluded. Ned is stitching up his friend's face.
- The Kid is convinced that Will's gun must have jammed. There's no other explanation.
- Little does he know.