Hell on Wheels. Ah, nighttime has come again and everything that was gross looks... slightly less gross. Elam, Psalms and a few others are walking through town. "Explain to me how I work harder than them and I go to bed with three dollars less in my pocket," Psalms says. "Don't make a lick of sense." Elam agrees and asks, "Why don't we get the same reward?" He stops and looks over at the brothel. The others catch his drift, but think he's crazy. "We deserve a taste, too," he says. Oh, honey. I don't think you want to taste what's in there. When Psalms tries to talk Elam out of going into the brothel, Elam teases him, asking if he's gay (or, as Elam says in the parlance of the day, "one of those nasty boys") and calls him out for masturbating behind the tents every night. Everyone laughs at Psalms, but he'll be the last one laughing when everyone else comes down with a raging case of syphilis or genital warts the size of biscuits. Psalms thinks Elam will hang if he so much as goes into the brothel, but Elam puffs himself up and says he's not scared.
Inside the tent, some men are laughing at Mr. Toole's assessment of some lady's "face like a hatchet and ass like a Venus." They stop laughing as soon as they see Elam walk inside. "Just what do you want, you mule-colored bastard?" Toole asks. To his fellow freedmen, Elam is light. To the white workers, he's dark. He gets disdain from both for the same color skin. He says quite reasonably that he's just there to spend some money like the other men. Toole takes offense to that, and more or less challenges Elam to a fight. Things start looking hairy when the tattooed young woman from earlier saunters into the scene. She tosses a word of warning back to the other ladies about Mr. Toole, saying, "We call him the Blade; he'll gut you like a trout." Ew. Either the grubby little troll is rough with the ladies or he's packing quite the fleshy scimitar in his long johns. Neither option is very pleasant. Elam gives the tattooed lady a long, appreciative look. "And who might you be?" she asks him. "Your next customer," he says. For a moment, she doesn't react, and then she busts up laughing. Elam shrivels. Mr. Toole laughs too: "Look at him -- can't even land a cheap-ass whore been plowed by every heathen buck in the territory." Now it's the tattooed lady's turn to shrivel. It's not so nice when people laugh at you, now, is it? She fights back tears as Elam turns to leave.
Lily finally comes to after her emergency surgery and immediately starts looking for her maps. Cullen gives them to her, then spends the next new moments tending the fire, trying not to have a conversation. "My shoulder's feeling much better," she says. He stares into the fire and says nothing. Lily looks around and notices Joseph is gone. For some reason, Cullen doesn't tell her what really happened, and just makes up something about Indians being hard to figure out. Lily tries a different tack: "I'm afraid we haven't been properly introduced." "Cullen Bohannon, I work for the railroad," he says. Without waiting for her to introduce herself, he goes to lie down a few feet away and covers his face with his hat. Clearly he's hoping this is the end of the conversation, but Lily persists. She wants to know why he's being such a clenched-up asshole by ignoring her, although she's much more polite about it than that. Finally, he explains: "You ain't whore nor squaw; you shouldn't be out here." Instead of being offended by his crude language, she gives him a steely look. "You don't know who I am, or what I'm capable of." Cullen agrees, but he also doesn't care. Or so he says. He turns onto his side away from her. End of discussion.