A lone, wounded rider (William Self), a wrangler half-dead from starvation and a throat wound from an attempted hanging, appears on horseback. He ominously tells the men of how he rode as "point" man for two thousand head of cattle owned by "old man Carver." When their herd crossed "the big Red," they were jumped by about a hundred men - border bandits who stampeded the cattle and picked off the men one by one: "We didn't have a chance, not a chance." He suggests that they take an alternate safer route, going north at the Red River toward Abilene, Kansas where the railroad had been extended (the same trail and market railhead that Cherry had already eluded to).

Three of the men (mostly anonymous individuals until this juncture in the film), including Naylor (Glenn Strange) and Fernandez (Paul Fierro), openly challenge Dunson in a showdown, because they are convinced they should drive the herd to Kansas instead of Missouri. They threaten to leave the drive: "We started a drive we'll never finish." Dunson reminds them that leaving would violate the honorable commitment that they made when they signed on to finish the drive ("You agreed to finish this drive. I'm gonna hold you to it"). When they are poised to draw their guns against Dunson, Matt, Cherry, and Groot side with their unarmed leader. Groot tosses a loaded-cocked rifle to Dunson, and both Matt and Cherry draw their blazing guns. After the cold-blooded execution of the three "quitters," Dunson turns and defiantly asks the rest of the men:

All right. Anybody else? Say it now, 'cause I don't want ever to hear it again. I don't like quitters, especially when they're not good enough to finish what they start. Now go on! Speak up! Say it and you can join your friends here...

He announces that he will "read over 'em in the morning." After the tyrannical assertion of power, Simms (Hank Worden) speaks about Dunson's violent practices:

Plantin' and readin', plantin' and readin'. Fill a man full of lead and stick him in the ground and then read words at him. Why, when you killed a man, why try to read the Lord in as a partner on the job?

Although Matt assisted in the killing, he questions his father's judgment and dictatorial rule and declares his behavior "wrong" - progressively distancing himself from Dunson's moral values:

Matt: You didn't have to do that back there.
Dunson: You joined in.
Matt: Yeah, and I thought you were wrong.
Dunson: Well then why didn't ya...
Matt: Don't try and tell me what to think. I'll take your orders about work, but not about what to think.
Dunson: You think I'm to blame for that?
Matt: Just as sure as you're sittin' there.
Dunson: And so?
Matt: So I'll take your orders.

As an indication of his weakening moral authority, Dunson is also physically injured. He was hit during the shootout with the rebels - his slightly injured lower leg is treated by Groot. Dunson's pal takes delight in cleansing the stinging wound with two generous doses of whiskey, and he is critical of the murders caused by his stubborn wagonmaster:

Groot: It isn't as bad as it should be.
Dunson: You too? What have ya got to say?
Groot: Nothin'. If I did, you wouldn't listen to it.

Three more men feel that they are being driven too hard by Dunson. Teeler, Kelsey and Laredo (Dan White) desert the drive during the night, stealing beans, flour, and cartridges during their sneaky getaway. Dunson, who now sleeps uneasily with a gun in his hand, is told of the defection. Gunslinger Cherry is sent after them to bring them back.

The next page of the diary describes the continuation of the relentless drive until they finally reach the Red River [actually the San Pedro River]:

Secretly the rest of the men hoped Teeler, Laredo and Kelsey would succeed but not Dunson. He ordered the herd to move on and move they did with Dunson driving them at every step. The Red River was not far ahead and he meant to reach it by nightfall.

By the Red River's edge, Matt and Dunson share a nostalgic memory of years earlier when they first crossed the Red, but their conversation quickly turns negative:

Matt: Well, here's your Red.
Dunson: It's quite a river.
Matt: Sure had a lot smaller herd the last time we crossed.
Dunson: One bull and a cow. Well, this looks like as good a place as any.
Matt: This will take us the rest of the day and part of the night. Why not cross fresh in the morning?
Dunson: We'll put 'em across now!
Matt: We've got a pretty tired bunch behind us.
Dunson: Tired men don't run away.
Matt: We can't keep 'em this wore out all the rest of the drive.
Dunson: No, but we can keep 'em this wore out until Cherry gets back. Then nobody'll want to run away.

Dunson and Matt mark the river's areas of quicksand and then begin the arduous task of bringing the herd across the Red River. The filming of the river crossing is impressive and imbued with enormous scope - authentic-feeling, point-of-view shots (from the inside of Groot's chuckwagon, for example) put the viewer right at the center of the adventurous action, as the cowboys accomplish the difficult, strenuous work. [The moving herd of cattle evokes and is associated with the flow of the streaming river.] After the four hour crossing in which only thirty to forty head are lost, Groot thinks the men need supportive congratulations, but Dunson is still suspicious and unforgiving of his men's trustworthiness:

Groot: ...That's awful good, Tom. Boys did all right.
Tom: Yeah.
Groot: Why don't you tell 'em so, Tom?
Tom (coldly): That's their job.
Groot: They're awful tired.
Tom: I'll bet we won't have to count noses in the morning.

Dunson's crazed behavior seems to overstep the bounds of rational behavior, and Buster notices the degrading changes in him: "He's gettin' worse every day. Sometimes, I think he's goin' plum out of his head." Groot agrees with the assessment, due to Dunson's sleeplessness and excesssive drinking: "You know, Matt, things ain't right. It's him. He's gotta get some sleep and if he don't, somethin's gonna happen."

The next day, after the herd is taken across the Red River, two of the three surviving rebel deserters - Teeler and Laredo - are brought back to camp by Cherry (Kelsey resisted and was killed). They ride up to a seated Dunson. The men - more respected and established individuals than the previous group of defectors - are summarily tried for thievery and desertion (a combination of the crimes previously committed by Bunk and the three other rebels):

Dunson: Get down off them horses. I don't favor lookin' up to the likes of you. (They comply.) That's better. You should be crawlin'. Cherry, I sent you out after three of 'em. You brought back two.
Cherry: Bill Kelsey figured he'd rather fight. Made a good one of it for a while.
Dunson: Laredo, Teeler, you signed on for the drive and you signed on to finish it.
Laredo: That's right, we did.
Dunson: You stole beans and flour, and cartridges. Besides bein' deserters, you're common thieves.
Laredo: The law might see it different...
Dunson: I'm the law. You're a thief! You too, Teeler. Anything more?
Teeler: I know what you're gonna do to us, but first I wanna tell ya somethin'.
Dunson: Go ahead.

Both of the men defend themselves, believing that their complaints are justified. Teeler thinks Dunson is crazed, corrupted and hard-driven for refusing to change their treacherous route to the shorter Chisholm Trail to Kansas. The main basis of their argument and claim is that Dunson isn't the same man that began the drive, and that the herd doesn't really belong to him. Dunson confirms their accusations - blindly announcing that they will be hanged:

Teeler: You're crazy. You've been drinkin' and you ain't been sleepin'. If you ain't crazy, you're a skin close to it.
Dunson: You through?
Teeler: No. You wanna get this herd to market. Well, so do all of us. There's a good way to Abilene, but you won't listen to that. No. You want to drive to Missouri when you got the high, low, and jack against ya. I ain't through yet. This herd don't belong to you. It belongs to every poor hopin' and prayin' cattleman in the whole wide state. I shouldn't have run away. I should've stayed and put a bullet in ya. I signed a pledge, sure, but you ain't the man I signed it with.
Dunson: You finished?
Teeler: Yeah. Now you can get your Bible and read over us after you shoot us.
Dunson: I'm gonna hang ya.
Matt: No. No, you're not.
Dunson: What?
Matt: You're not going to hang them.
Dunson: Who'll stop me?
Matt: I will.

In a classic confrontation scene to render Dunson powerless, Matt finally leads a mutinous attack against his tyrannically mad, arrogant father and refuses to hang the two men for desertion when ordered to. Matt openly defies his hard, inflexible father and forcibly assumes control. Dunson stands to face down his son. Cherry shoots at Dunson's trigger hand before he can reach for his gun, slightly wounding it so that he can't draw his gun from its holster. When his gun falls to the ground, Dunson reaches for it with his left hand, but Buster, one of the herd riders, shoots at the gun to send it skittering away from Dunson's feet. Dunson is outnumbered by the group of men who have joined together to support Matt.

Matt takes charge of the drive - he knows that rerouting the herd on a different, shorter route to Abilene, Kansas, where the railroad has already extended its line, will exact less of a toll on both the cowdrivers and the cattle. Dunson and Matt are driven apart by their opposing views, yet Matt's decision will lessen the threat to the success of the enterprise. His dutiful obligations to the men and his conscious control over his emotions allow cooler heads to prevail. Matt saves Dunson from retaliatory, personal anger by Teeler.

Teeler: (To Cherry) Give me that gun. Somebody give me - I'll kill him. (Others grab Teeler) Let me go! He was gonna kill me! He wasn't gonna give me a chance - (Matt slaps him hard across the face.)
Matt: Turn him loose. Cherry, give me that gun. (Cherry hands a gun to Matt, who tosses it to Teeler.) Here's what you've been trying for. All right, use it! Go on, you got what you wanted. What are you waiting for? (He stalks Teeler, taunting him to fire.) If you don't want to live, all you have to do is - (He calms down.) You're a lucky man, Teeler. (Matt looks down at his hands.) This is how close it came.
Teeler: Matt, we're gettin' as crazy as he is. (Teeler returns the gun to Matt.)
Matt: Keep it. You want to finish the drive?
Teeler: Where are we goin'?
Matt: Abilene.
Teeler: Who's headin' it?
Matt: I am.
Buster: What about Dunson?
Matt: He stays here. We're takin' the herd.
Teeler: That's good enough for me. (The others agree.)
Matt: Groot? How about you?

The men follow Matt - even Groot defies the trail boss to his face, telling him that he was "wrong" for the second time in the film. Though steadfastly loyal, Groot is permitted to join the rest of the men in the mutiny, and side with Matt:

Groot: You was wrong, Mr. Dunson. I've been with ya a lot of years. And up till now, right or wrong, I've always done like ya said. Got to be kind of a habit with me, I guess, 'cuz that's why I'm stayin' with ya.
Dunson: Go on with 'em.
Groot: Thanks. Thanks for makin' it easy on me. All right, men, I'll be comin' with you.
Matt: Throw 'em on the trail, start driving. Buster, you wait here till I get back. (He rides off to help round up the herd.)
Cherry: If you come lookin' for me, Mr. Dunson, I'll be in Abilene.

After the cattle are moving, Matt walks over to his wounded, abandoned father - now standing alone and leaning on his horse - in a short farewell scene. Matt has a few final words with him before leaving him with a horse and supplies. To exact his cold-blooded revenge, Dunson (while not even looking at him) calmly and verbally threatens to hunt Matt down and kill him:

Matt: If there's any chance at all, we'll get your herd to Abilene.
Dunson: Cherry was right. You're soft. You should've let him kill me, 'cause I'm gonna kill you. I'll catch up with ya! I don't know when, but I'll catch up. Every time you turn around, expect to see me. 'Cause one time you'll turn around and I'll be there. I'll kill ya, Matt.

As the two men switch roles and Matt takes the dominant leadership upon himself, the camera remains positioned behind Dunson as he watches his own herd and men ride off.

The next diary page describes how Matt takes leadership responsibility for bringing the herd to market - with the "spectre" of Dunson's vengeful promise behind him:

So Matthew Garth had the responsibility of a great herd - - and onward they went with the spectre of Dunson behind. He had promised revenge and Matt knew nothing in the world would stop him from fulfilling that promise. The time was coming...

Haunted, Matt fears Dunson's approach and calculates with Groot how many days it will take Dunson to reach them - possibly two weeks. He also voices his own self-doubts about the rebellious confrontation with his father: "I've been wondering too. The way he looked when we left him. It all happened so fast. I hadn't...I hadn't started out...I couldn't let him hang Teeler and Laredo...I don't know. He was wrong. I hope I'm right. I hope there's a railroad in Abilene."

Complications soon enter the cattle drive - Comanche arrows only a day old are pulled from a cow's carcass on the prairie, and Matt offers his men an impossible choice: "Which would you rather have? What's behind, or what might be ahead?" Buster and Cherry are sent ahead on the trail - far enough to "give warning." Matt and Teeler both have restless nights, dreams and nightmares of Dunson's revenge: "How can a man sleep with Indians out ahead and him behind us?"

From up ahead, Buster reports on a wagon train that has "women and coffee...I had pie and biscuits and beans and coffee and a lot of whiskey all in the same day." The wagons are located about fifteen miles away headed westward from New Orleans to Nevada to set up a gambling establishment: "They got a big long bar and they got dice tables. They got dancing girls and mirrors." Cherry decided to remain with the wagon train - and its prostitutes. To placate his men, Matt re-routes the cattle drive two days out of its way in the direction of the wagon train. Soon, all the expectant cowhands are riding "point" and no one is left riding "back in the drag." As they approach closer to the wagons, gunfire is heard over the next ridge.