However, Council has no intention of letting all that money get away. He, Steve Mystic (Mike Kellen) and Junior Kilfong (Morgan Paull), stop the train later. Kilfong shoots an innocent passenger, mining supply salesman Roy K. Sizemore (William Windom), while trying to stop the ex-convicts from getting away. Afterwards, Council kills the wounded Sizemore and places the blame on Appleyard.
Council is telling his partner, banker Homer Grindstaff (David Huddleston), what happened, when Appleyard walks in with sticks of dynamite (from Sizemore's suitcase) strapped to him. Grindstaff reluctantly cashes Appleyard's check. Appleyard and his friends split up, to meet up again later.
While waiting at the rendezvous, Cottrill is talked into boarding a houseboat owned by down-on-her-luck prostitute Cleo (Anne Baxter) for a drink of whiskey. Also aboard is Chanty (Katherine Cannon), a sixteen-year-old virgin Cleo took in and is saving for whoever is willing to pay $100. Appleyard and Johnny follow, only to be tracked down by Council and his bloodhound. The three men get away in a skiff, but Johnny is worried about what Council will do to Chanty, so they turn around and row back. By then, Council has left, but not before telling Cleo about Appleyard's money. Held at gunpoint, Appleyard gives her his suitcase (with dynamite in it). Thinking she is rich, she lets the men take Chanty with them. After they leave, Cleo tries to shoot the locked suitcase open and blows herself up. The fugitives are trapped on a boxcar by Council, but guilt-ridden train conductor Willis Hubbard (Robert Donner) helps them escape, though he is too afraid of Council to tell the police what he knows. Council, Mystic, and Kilfong track them down to an abandoned house. Council decides he doesn't want to share the loot, so he kills his two confederates. He then shoots a window out, wounding Appleyard. Johnny throws some dynamite at Council, but it is fetched back to him by Council's bloodhound, who is attached to Johnny. Appleyard hastily throws it out the window, killing Council. After Hubbard finally confesses the truth, Appleyard and his friends are exonerated and the police arrest Grindstaff.
"Joey" the bloodhound was also used in The Beverly Hillbillies TV series.