From there we journey to the railroad survey team in the Nebraska Territory. It consists of a half-dozen or so grungy men and one perfectly groomed woman with clean, golden hair and eyebrows fresh from the spa. She's probably also Vajazzled under those petticoats of hers. She looks out over the grassy hills. "This land, it's bewitching," she says with a delicate English accent. "It hasn't changed since Lewis and Clark first saw it sixty years ago," says a man sitting near her. She sighs. "Do you ever wonder if our work here will be the ruin of all this?" she asks. "Progress comes with a cost, Lily," he says. She thinks the land is more beautiful without people, but he reminds her that there are plenty of people around. They're entering Cheyenne territory, he says. He also reminds her that they had an agreement that she would head home once they got into "hostile Indian territory." She counters with the other agreement they had, where she had promised to stay by his side as long as he was sick. He coughs weakly and joins her side. They sit together on Exposition Hill, nestled against one another in the shade of Clumsy Foreshadowing Mountain. She tells this man, her husband Robert, that she'll leave if he goes with her. But they've worked too hard for this to leave now, he says. Speaking of hard, she smiles coyly at him: "Robert Bell, are you hiding something in your trousers?" They kiss and snuggle, but Robert begins to cough again before things can get going. Lily looks sad.

Night falls on a bustling Hell on Wheels. Salesmen peddle their wares and prostitutes wiggle their pairs. One of the larger tents serves as a saloon. Here Cullen has a poker game going on with Johnson and two other fellows. One of the unnamed men asks Cullen about his slaves. He owned five on his small tobacco farm, he says. They ask him if he "sampled the goods" from his female slaves (no) and if he was bitter about giving up his slaves (also no). He tells them he freed his slaves a year before the war. Johnson looks at him like he just sprouted a second head. "I married a Northerner," Cullen explains. "She convinced me of the evils of slavery." Everyone drinks and smokes and drinks some more. It's very, very slow and boring and talky. Johnson asks why Cullen would still fight in the war. His answer: "Honor." Johnson asks about Cullen's wife and he drawls out "she's dead" and gives Johnson a steely look. "Did the war take her?" Johnson asks. "Somethin' like that," Cullen answers. With that, the scene is blessedly over.