Mattie and Rooster follow the trail to a log cabin and grill the inhabitants to find out what they are doing - and who they are meeting. They find out they'll be meeting with Lucky Ned who rides in Cheney's gang. The loose talker is stabbed by the fat dude, before Rooster shoots him in the head. Rooster promises the dying man a proper burial - but it's winter and doesn't plan to go through with his promise.
Mattie and Cogburn lie in wait otuside - but LaBoeuf ruins the plan and follows the same trail to the cabin. At the same time, Lucky Ned and three riders approach the cabin. They can only watch as they lasso LaBoeuf. Rooster takes out his rifle and tries to pick them off - but he shoots LaBoeuf accidentally, and Lucky Ned escapes.
The next day they follow the trail to a mine where they hope to find Cheney - but it's deserted. Now the trail has gone cold, they turn on each other. Rooster drinks, and LaBoeuf leaves. Mattie goes to the river for a drink - and stumbles on Cheney.
She pulls her gun on him, and clips him in the ribs, but it somehow doesn't look like it did him too much damage. He snatches Mattie, and his men cover him as he makes off into the woods. They bring Mattie to Lucky Ned. They shout to Cogburn to arrange a deal - that if Rooster turns around and leaves, they'll let her go.
Rooster has no choice but to do that - and to fire a shot from the distance to let them know he has kept his word. The outlaws decide to keep Mattie for insurance - and leave Tom Cheney as her only guard despite her protests. It doesn't take much for Cheney to decide to cut her tongue out, but LaBoeuf shows up just in time and hits him on the head.
They look down into the valley where they see Lucky Ned and three of his riders face off against Cogburn across an open plain. Cogburn gives them the chance to come quietly, but Ned goads him. They charge for each other. The chicken man (what is up with that?!?!??!) makes a few turkey noises, but is soon shot in the chest. The others are also picked off, and Ned is shot, but manages to shoot Rooster's horse. The horse collapses and Rooster is trapped.
Ned approaches and raises his gun -- but then LaBoeuf takes his shot from 400yrds away, and kills the outlaw. Just as they celebrate, Cheney is up and smacks LaBoeuf over the head with a rock. Mattie panics. She picks up her gun and shoots Cheney in the chest - he falls from the ledge, but the kick from the gun knocks her back and she falls down a pit. She tumbles, but near the bottom her feet are caught in some roots.
There is a dead body nearby - with a dagger. She reaches for it, but disturbs a few rattlesnakes having a rest where the dead guy's guts should be. The snakes go for her. She calls for help and Rooster appears. He lowers himself into the pit, but not quick enough as Mattie is bit on her hand. Rooster shoots the other snakes and carries her to safety. He cuts the wound and sucks out the venom, but knows they must get her to some anti-venom or help. They leave LaBoeuf behind.
They ride poor little Blackie hard into the night, until the horse gives out. Rooster puts the pony out of its misery, and then picks up Mattie and starts to run. Just as he sees a small cabin, he shoots in the air and falls to his knees. The cabin owners creep outside cautiously to see what is going on.
Some time later, Mattie is a grown old woman, and a bit miserable to be honest too. She is back in town to meet with Rooster after learning that he is part of a travelling fair. Her arm was amputated after the snake bite, and she never saw LaBoeuf again. As she walks up to the two owners of the fair, she is told that Rooster died suddenly a few days earlier. Mattie raises her stiff upper lip, thanks the men, and leaves. A terrible ending scene, and almost worthy of our How Does the Movie End 'Top 10 Most Disappointing Movie Endings' list!!