Chris, Vin, and Ezra were awoken to the sound of gunshots.

It was still dark, as the men fumbled around to make sure their guns were loaded and ready.

Chris ran towards the sounds, now mostly that of screaming people, followed by Vin and Ezra.

Just as they opened the door of the next cabin, they saw Elizabeth running towards them in her nightgown. "There are men with guns," she yelled. "They're shooting people; you've got to help." She was hysterical and clearly taking a huge risk to warn them. Chris was about three feet away from her when a man walked through the door at the other end of the cabin and shot her dead-center in the back.

"Take cover," Chris screamed as he quickly grabbed the young woman and dragged her with him between two rows of seats.

Chris suspected that Elizabeth was gone, but then confirmed it when he couldn't find a pulse. Vin and Ezra were hidden behind seats a few rows back and on the other side of the train. They couldn't see each other, but Chris could hear Vin yelling, over the passengers screams and ricocheting bullets, "is Elizabeth all right? Chris? Is she ok?"

Chris laid Elizabeth's body gently on the floor, and he jumped over two rows of seats to line back up with Ezra and Vin. "Chris?" Vin continued to ask. Larabee shook his head. His hands and jacket were covered in the girl's blood.

Vin immediately broke cover and planted a bullet directly between the eyes of the shooter. The three men began their advance to the more forward cabins once again, this time with an angry Texan in the lead.

"There's three gunmen in the next car," Vin reported after peeking through the glass opening in the door.

"If we bust in, we each get one shot to take a man down," Chris instructed. "You boys ready?"

"You know I am," Vin replied. "I'll take the feller in the middle. Chris, you take the man on the right, and Ezra, the man on the left." Vin charged through the doors and watched as all three men dropped like stones to the floor. Vin and Chris aimed for the head; Ezra shot his man right through the heart.

They didn't have time to appreciate their handiwork though, as three more men charged into the rail car and began firing. The three peacekeepers were pinned down behind seats with debris and glass raining down on them. A large part of the ceiling fell and made impact with Vin's right eye.

"A little help here, gentlemen," pleaded Ezra, as a piece of glass from a window stuck in the left side of his face. With his broken left arm, and his right arm holding a pistol, he was unable to remove the glass himself. Chris leaned across and pulled it out. The cut was bleeding profusely but was less than an inch long. Before Larabee could fire another shot, a bullet passed through the seat and grazed Chris across his right-side flank. The bullet sped right through and into the side of the train. Vin heard Chris hiss in pain and looked to see him holding his bleeding right side.

"Shit," Vin leaned out into the aisle and hit one of the men in the kneecap. Once he fell, Tanner finished him off with a shot to his neck.

Passengers were screaming and trying not to get caught in the crossfire.

"We gotta lure the men back to the rear car somehow," Chris decided, "get 'em away from the other passengers. Vin, why don't you get Elizabeth's body and bring it up here. We'll cover you. I'm gonna try to find a way to detach those last two cars with us and the gang in it, but I want her body to be on the train with her family."

Vin nodded his head and moved quickly, despite his injured leg, through the cabins. Chris and Ezra had re-loaded and fired relentlessly at the two men until Vin returned. Ezra managed to hit one in the shoulder.

"Alright, boys, let's get these two taken care of then we make a run for the back," Larabee yelled. The three men re-loaded once again, jumped up and fired at the two thugs. A bullet struck Vin's hat in the volley, but the regulators eventually prevailed – killing or seriously wounding the two gunmen. They headed back to the rear car to finalize their plans.

Vin's eye was starting to swell and bruise, and Ezra and Larabee were bleeding.

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"What the hell?" the large foreman asked, as his man reported back that they were down to 5 men, including himself. Six of his well-trained gunmen had been taken out by those three fellows, and one of them only had one arm.

"We gotta get rid of 'em," the foreman commanded. "Are all the other passengers tied up?"

"Yeah, all except the engineer, and he knows not to try anything funny. We got guns from anyone who had 'em and rounded everybody else up in those two cars," the hand named Fred reported. "Don is getting all of the money and valuables now from the passengers. Bill is looking for the bank money."

The gang had boarded the train at the last stop in New Mexico territory on a mission to retrieve a large sum of money that was being transported from a bank in St. Louis. The majority of these men had served in prison together back in St. Louis and had local connections. The foreman, Stan, had helped a number of the men out with attorneys or other fines, so they felt indebted enough to him to see this thing through. Of course, they had been promised a nice chunk of the money as well.

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"They'll eventually come lookin' when they discover half of their men dead," Vin said as he grabbed some bandages from Nathan's medical kit to put on Ezra's cheek and Larabee's side. He quickly washed off the wounds and taped a piece of gauze as best as he could.

"Vin, why don't you head up there….on top the train?" Larabee pointed to the roof.

"I ain't leavin' you two here," Vin yelled.

"Somebody's gonna have to get behind 'em to release the train cars," Chris explained. "I know Ezra ain't climbin' up there, so it's either you or me."

"Alright, but you fellers be careful," Vin went out the rear door and climbed up on the roof. He jumped, making sure to land on his good, right leg, to the second-to-last car and waited. He didn't know exactly how many men were left, but he figured if they got four or more of the bad guys then he would just cut it loose.

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The five train robbers had re-convened to finalize their plans. Bill had found the train's safe and key and was very pleased to find at least $20,000 in there. He had gathered that up with the money and valuables from the train passengers, and it was stashed in two suitcases. The men figured they had what they wanted, so they planned to set dynamite and blow up the train after they jumped. "How do we make sure we blow up those three jokers in the back?" Stan asked his men.

"I think we're gonna have to take care of them first, Stan," Fred answered, "at least get them tied up, or they're gonna jump right off with us."

"Alright, the charges are set up here. Let's take care of those three and go spend our money."

All five men then headed to the rear car with guns drawn.

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Vin saw the men approaching, just as he also saw the detonator for the dynamite. That meant a slight change in plans. Tanner needed to get rid of the dynamite, in case there were any more of the gang onboard, and then go help his two friends.

Once the five men were far enough past, Vin took care of the dynamite and jumped back onto the second-to-last car. Tanner detached the last two cars from the main train and made his way back towards Chris and Ezra.

"We know you boys are in here. You best come out with your hands up, or we're coming in after ya," the foreman warned. "Why in the hell is the train slowing down?" He turned and watched as the main train drove far out of sight, leaving the two rear cars slowing to a snail's pace.

Stan was mad as hell. "Open fire, boys!"

The sound was deafening in the enclosed space. Ezra and Chris were pinned down. They didn't know whether to fight or make a run for it off of the train. It was a desert landscape, with nothing more than a few sand dunes and scrub brush to hide behind. Vin jumped down behind the gunmen and shot two of them. He then found himself trapped, so he jumped from the train, hoping Chris and Ezra would follow. They did. Firing as rapidly as they could, the men ran to the back of the train. Larabee grabbed their bags and flung them off the train, and then readied himself and Ezra to jump. Chris tried to hold onto Standish so that he could soften his landing. He knew no matter what, the impact with the ground was going to be torture for Standish's broken arm. Chris' ribs and shoulder screamed in pain as the two men made contact with the hard dirt.

Larabee didn't have time to ask whether Ezra's arm was ok; once they landed, they were up and running to meet Vin behind a thicket of brush. Ezra pulled out a few sticks of dynamite that he lit and threw into the train…..obviously not knowing about the bank payroll yet.

They saw a couple of the men go down, and the remaining three took the suitcase and escaped out the other side of the train. Chris, Vin, and Ezra took off behind them yelling, "stop or we'll shoot." The men turned and fired, but the regulators were able to take out all three gunmen fairly quickly. The foreman wasn't dead but bleeding badly when they approached. "You'll never make it out of here alive," he warned them. His last words were, "they don't call this Death Valley for nothing."

"So much for San Francisco," Ezra said and stared at the train wreckage, "and our only source of shelter is burning to the ground." He watched as the remains of the rail cars disintegrated and fell to the tracks below.

"Wow," Chris said as he sank to the ground and watched the rail cabins turning to rubble, "I'm sorry, Ezra. How does this shit always happen to us?" He paused for a minute, then finished with, "maybe we can hop the next train when it comes through? Anybody pay attention at the station to how often they run this route?"

"I am afraid that I did not," Ezra answered, "but I would imagine it could be as little as once a week."

"Well, we need to get the remnants of those rail cars off the track, so we don't damage or wreck the next one that comes along. How's your arm after jumping off the train, Ezra?" Chris asked.

"I do not believe that I caused any additional harm to it, thanks to you sir," Ezra looked at Larabee. "Hopefully I didn't re-injure your ribs when I…"

Ezra stopped mid-sentence, and both he and Chris turned abruptly when Vin shouted, "oh shit!"

"Well, I think I found something that will make Ezra feel a little better about our trip," Vin smiled when he presented the suitcase full of money to his two friends.

Ezra's eyes lit up, and he walked closer to the case. "Oh my heavens, that is more money than we found in the room of Lucius Stutz. Now we know why they brought so many men to rob this train."