Guest Stars:  Robin Andrew Wilcock, Jonathan Walker, Dixie Seatle
Screenplay by Gavin Scott
Edited by Jean-François Bergeron, Christopher Wentzell
Directed by Gabriel Pelletier

Location of Aurora: Somewhere near the Mississippi

Captain Quantrill and his raiders, including Jesse and Frank James, are getting tired of fighting just for the Confederacy. Quantrill thinks it's time they took up a more lucrative pursuit for themselves, like robbing banks.

While Quantrill talks about making this career shift, Phileas, Rebecca and Jules are on the Phoenix, heading towards a rendezvous with the gambling boat Memphis Belle on the mighty Mississippi. They should have enough time for some serious Phileas gambling before they are picked up by Passepartout who is flying out from Baltimore aboard the retrieved Aurora to meet them. They still need to dispose of the Phoenix so that no one can benefit again from that machine. Jules thinks he has found a way to send the Phoenix into the fifth dimension and out of the west for good. He initiates the sequence just before they leave the vehicle and the troublesome machine disappears.

On the Memphis Belle, Phileas has found his card game and his audience. Jules and Rebecca find a delightful raconteur and newspaper man, one Sam Clemens. When he hears that they are soon to be picked up by a dirigible airship, he asks if he can join them and get a potentially interesting story to write for his paper. They wait as Phileas finishes his card game with, none other than, Quantrill. Phileas wins, but Quantrill and his men pull their guns and start to rob the players. They've heard about the Aurora arriving and have made plans to use the dirigible, and its driver, as their getaway vehicle.

The getaway is successful, and Passepartout is being forced to fly the ship and avoid the menacing Frank James. Quantrill stops the bandit from shooting Passepartout, while the wily pilot adjusts the controls secretly to slow the airship's speed. Quantrill then takes a moment to explain their plans to Passepartout which involve robbing banks in the area. Passepartout says he's not a bank robber, and Quantrill agrees, saying that he's the getaway driver.

Phileas, Jules, Rebecca and Sam have left the boat on horseback and are riding in the direction in which they saw the Aurora leave. Rebecca explains to Sam that he doesn't need to accompany them, that no one would think the less of him if he didn't. Sam answers that he doesn't want to be deprived of a great story to tell. There is another story being told at that moment aboard the Aurora, as Passepartout attempts to frighten the rather gullible gang with the tale of a metal man out for justice in the old west.  Steeley Joe, he explains, was a sheriff who tried to stop a theft in a silver mine. He tracked the robbers and finally faced them down in front of an old boiler inside the mine, one against many. The shots of the robbers hit the boiler, the boiler exploded, and the metal went into the sheriff, making him a metal man. He's not really alive, explains Passepartout, but still he roams the west and fights for justice. Steeley Joe is a straight shot and has smoke coming out of the top of his head, "like the fires from hell". As he tells the tale, he keeps pouring glass after glass of whiskey for his enraptured listeners. When the tale of Steeley Joe is ended, the gang has passed out and Passepartout is able to send the Aurora earthward while jumping to safety before the dirigible crashes.

The Aurora lands outside the town of Apache Wells, and the bandits immediately start to shoot things up. Passepartout manages to climb into an open window and meets the nice saloon keeper, Miss Lily, who promises to hide him. And so Passepartout dresses up like a saloon girl, with an appropriately placed fan over his tell-tale beard. When the gang do their inevitable and shoot the sheriff, Passepartout takes the opportunity to escape to the forge on Lily's suggestion. He runs into the dark forge and discovers Phileas, Jules, Rebecca and Sam are there ahead of him. While Passepartout fills them in on what is going on, Lily arrives and asks for their help to defeat the outlaws. Jules suggests that they use technology. Sam suggests they use their minds. Passepartout suggests they use the robbers' fears, explaining about the story he told the robbers on the Aurora. The heroes have a plan. As the bandits loot the town, Sam and Rebecca sneak into the newspaper office to print a special edition, while Jules and Passepartout start to work on their creation in the forge. And so there is a little more time for a little flirtation between Sam and Rebecca. 

Sometime later, Jesse arrives at the saloon with a newspaper in hand to show Quantrill. The headlines report that Steeley Joe is menacing the area around Apache Wells. making his own justice for the outlaw gangs he encounters. Back at the forge, Phileas is practicing his quick draw when Lily stops by. He hears a bit of Lily's story, of how she and her husband started out for the west, until the husband was killed and she was left to fend for herself with little resources. Lily gives Phileas a hint about gun fighting, namely that it's not how fast you draw but how well you aim. Jules joins them and explains that they need something from the saloon and need Lily's help to get it. So Lily acts as a decoy and leads Quantrill upstairs at the saloon, while Phileas quietly removes the piano roll mechanism from the player piano. Unfortunately, Quantrill discovers Passepartout's vest in Lily's room and realizes that she has been helping the others.

After delivering the piano roll mechanism to Jules and Passepartout at the forge, Phileas goes back to check on Lily. He discovers that Quantrill is holding Lily in the middle of the street with a gun pointed to her head. Phileas challenges Quantrill, although it's his gang that answers for him. Phileas says that Quantrill is afraid to fight him man to man. The challenge is taken up, and Quantrill, though faster, doesn't have the aim. Phileas shoots the gun from Quantrill's hands. Before the rest of the gang can fire on Phileas, he is joined by Rebecca, Jules and Sam. The numbers are still on Quantrills side, but as Sam explains, "The dead are against you, too". Suddenly Steeley Joe himself walks down the street, with a gun in each hand, a coal fire in his boiler, smoke pouring out of his hat, shooting and driving the terrified robbers away. As the heroes bask in their victory, they watch as Steeley Joe keeps marching down the road, marching into legends, as Jules explains. Just as the other potential legends were gathered in Apache Wells that day, from Sam Clemens, and even Phileas Fogg and Passepartout, who Jules also thinks might be immortalized into a legend someday..

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