Later, Destry discovers Boris hiding in his closet and wearing his pants, and inquires: "What are my pants doing on your legs?" In a deal, Callahan is allowed to keep the garment if he assents to being sworn in as a second deputy, and commissioned as "one human bloodhound who will keep his mouth shut" to find the body of the slain Sheriff Keogh: "We can't prove that a murder's been done if we can't produce a corpus delecti, now can we?" Now that he has two eccentric deputies, Sheriff Dimsdale pulls on his shirt-front and exclaims: "Oh, why didn't I stay in the gutter where I was well off?"

Frenchy has had a change of heart about Destry and has begun to admire him, evidenced when she refuses to tell Kent, now jealous, about their conversation, and then is threatened by her boss: "If I ever catch you stackin' 'em on me, I'll personally put the lights out and then I won't know you from anyone else in the game." He predictably sidesteps at the door of her saloon dressing room as he exits, narrowly missing being hit from a vase she tosses at him from behind.

Outside the saloon for "fresh air," she approaches Destry and asks: "Got a match?" He compliments her beauty, noting the calm on her pretty face, and guessing that she has just experienced a violent episode. He compliments her with the pretense of a recollection from a book: "I read a book once that said that women always look their best in the peace and quiet that follows the storm of violence." Affectionately and with concern, she offers him urgent advice and a superstitious good-luck charm: "Keep my rabbit's foot. Keep away from dark corners." Having seen Destry with Frenchy, Tyndall bullies his way over, insulting the weak-kneed deputy and stating his intention to trespass on Kent's land:

I see now why you don't need guns and why I can't get my cattle through. Let me tell you something, Destry, nobody's gonna rob me. I'm taking them through in spite of you, Kent, or anybody else...[referring to Frenchy] You're cuttin' in on Kent two or three different ways, aren't ya?

In his first outward display of aggression, Destry flattens Tyndall with a solid, crowd-pleasing punch in the face. Over a game of checkers in the saloon, Destry speaks to Mayor Slade about the lack of cooperation in town toward him as a new lawman: "It seems every time we ask a question, folks either just shut up or walk away like they never heard us." In coded language, he predicts: "It looks like I'm gonna take one of your men. Evidently, Sheriff Keogh wasn't very popular, either, was he?...Every time I mention his name, it's sorta like I was talkin' about a ghost."

Wearing a cowgirl/bolero outfit on stage, Frenchy first asks her audience: "Anybody thirsty?" - and then places her leg up on a chair and begins belting out one of her most famous numbers, the saloon song: See What the Boys in the Back Room Will Have. In the midst of the song, she kicks in the hind-end another saloongirl tart, sitting in the lap of a cowboy, who has taken attention away from her. To emphasize one line of the lyrics, she makes her throat quiver by grasping the flap of skin below her chin and jiggling it. And during the finale, she struts down the length of the bar:

See what the boys in the backroom will have,
And tell them I'm having the same.
Go see what the boys in the backroom will have,
And give them the poison they name.

And when I die, don't spend my money
On flowers and my picture in a frame.
Just see what the boys in the backroom will have,
And tell them I sighed,
And tell them I cried,
And tell them I died of the same.

And when I die, don't buy a casket
Of silver with the candles all aflame
Just see what the boys in the backroom will have,
And tell them I sighed,
And tell them I cried,
And tell them I died of the same.

And when I die, don't pay the preacher
For speaking of my glory and my fame
Just see what the boys in the backroom will have,
And tell them I sighed,
And tell them I cried,
And tell them I died of the same.

After Frenchy's performance, Destry baits and tricks Kent into thinking that he knows where Sheriff Keogh's body is to be found: "Supposin' we knew where there was one. It's in pretty good condition too." At the bar, Kent sends Gyp, one of his gang members, to check on the hidden body - "run out to the place to see if it's gone."

Bugs: I'll bet if the thing's gone that Destry's in on it. If he is, can I personally slap him in the mouth with my pistol?
Kent: You wouldn't want to hit a dead man, would ya?
Bugs: (befuddled) Yeah. No. Well, I don't know.

Outside, Boris and Wash follow Gyp to the site of the hidden body of Sheriff Keogh. Inside the saloon as he rolls a cigarette with Frenchy, Destry tells another story. Realizing that the end of his tale will cause increasing trouble with Kent, she interrupts his tale with one of her own telling, about a man who found a pearl but died from eating the bad oyster:

Destry: That fellow Kent reminds me of a friend of mine back in Kansas City. He was a great wine drinker. Every time he'd come into town with a new load of stock, he'd rush right into the first saloon. It didn't matter what saloon it was.
Frenchy: I had a friend in Louisiana like that. Only every time he came to town, he went to the nearest oyster house and eat a hundred oysters. I'm sorry I interrupted you.
Destry: Well, I don't think there's much point to my story. A hundred oysters?
Frenchy: Yes, and everybody told this friend of mine not to eat oysters in July. And he wouldn't listen.
Slade: What's the point to that?
Frenchy: He found a pearl - that big.
Slade: Oh, that's good.
Frenchy: No, it was bad. The oyster, I mean. It killed him.
Destry: Who got the pearl?
Frenchy: I did.

Destry interrupts the rousing square dancing with an announcement of "official business," transmitted to him by a whispered message from Boris:

The Sheriff and me have been pesterin' you folks with a lot of questions about the former Sheriff Keogh. Hold on, hold on now, don't go away. We ain't gonna ask no more questions because Wash has just found the answer. And uh, one other thing, all the relatives and friends of Gyp Watson are hereby notified that he's over at the jail, charged with murder.

Gyp Watson has been arrested for the murder of the former Sheriff in a "darn-near air-tight" case. Kent is delighted that the trial will be presided over by the crooked Mayor/Judge.

When a twenty-five hundred dollar toll is being extracted from Tyndall at a cattle crossing by Kent's men, the cattleman breaks the law and shoots his way through. In the next scene, Tyndall is jailed and behind bars in Bottleneck: "I don't care what the law says or anybody says. I brought those cattle through. I didn't pay a penny. And what's more, I ain't gonna pay and nobody's gonna make me." Janice regards her brother as "the most stubborn, ornery, mule-headed...self-opinionated bully I ever saw or heard of." Destry suggests that he "sue and recover the money," but that isn't a viable option: "Sue Kent with Slade on the bench? Ha, ha. You must think I'm awful dumb." Offscreen, Boris brings lunch to the imprisoned Gyp from his brother - Gyp complains about the lack of variety - and possible constipation: "Cheese, cheese, cheese for breakfast, cheese for lunch. Tell my brother to stop sending me cheese. I ain't no mouse."

Meanwhile, Destry has sent for a federal judge to keep Mayor Slade from presiding over the murder case. Tyndall is persuaded by Destry to pay Kent the toll: "I can get my murderer and you can get your money back." In the saloon, the jurors selected by the Mayor for the case are promised that they will be "plentifully provided with liquid refreshment," and "amply rewarded," if they will bring in a verdict of not guilty. Second deputy Boris is sent as a courier with the funds to pay Kent - he promises emphatically: "Command me. Nothing can tempt me from my duty...I'm a courier, fast as a bolt of lightning. Silent as the night itself." Boris delivers Tyndall's payment, faithfully refusing to answer any further questions from Kent: "I'm a mummy, I'm a Sphinx. I don't answer questions." The Russian is proud of his role as a deputy: "I'm trying to live up to the blood of my forefathers." As he leaves, he speaks to the inmate's simple-minded brother:

Bugs: Hey you! You keepin' my brother comfortable? He's very delicate.
Boris: Oh, he's doing as well as can be expected. But he told me to tell you, 'No more cheese.'
Bugs: Did he say that?
Boris: I'm quoting his every word.
Bugs: Gee, that's bad if he don't want no more cheese. They're not gonna hang him, are they?
Boris: Fortunately, that is not up to me. It's up to Judge Murtaugh.
Bugs: That's good. (He pauses and thinks) Judge Murtaugh? (To Slade) Hey, Mayor. Who is this Judge Murtaugh? What's he got to do with my brother?

In the jail that night, yarn-spinning Destry is determined to keep his prisoner "good and healthy":

Destry: You wouldn't want to hang a sick man, would we?
Gyp: Do you still think you're gonna hang me?
Destry: Why, did you think you're gonna get out of it because you're innocent?
Gyp: I ain't sayin' who's innocent or who's guilty
Destry: Well, I always say, you have to admire a man who'd get himself hanged for a friend. I used to know a fellow once...
Gyp: (cutting him off) You know too many fellows, Destry.

Learning that Destry is bringing in an outside judge, Kent's men plan to thwart Destry's scheme and break Gyp out of jail. According to Destry's way of thinking, "either Gyp or his brother are gonna tell us alot as soon as they find out that Slade ain't gonna be on the bench...I think this old town's gonna settle down into somethin' pretty peaceful one of these days." Frenchy knows that there will be an assault on the jail and sends a message through Clara to protectively lure and summon Destry away from being murdered. As they share drinks at her place a second time, she sits next to him with glittery gold sparkles in her hair. Frenchy tells him that she has suddenly decided to leave town to return to Louisiana: "...I wanted to see you before I left...I'm just tired of Bottleneck - the whole crowd and everything I've been doing. So I'm going back to New Orleans."

Destry: Well, the folks are all gonna miss you around here. All except a few wives, I suppose.
Frenchy: What about you?
Destry: Me too.

She invites him to join her in New Orleans: "It's wonderful this time of year. You'd like it there. How about it?" Three gun shots ring out, and she deliberately holds him back from rushing toward a certain death: "No Tom, you can't go out there. They know all about the federal judge. They'll kill you if you go down the stairs. Stay here, Tom." When Destry eventually enters the jail, he finds a crowd standing silently. Gyp has been rescued, and Wash is on the floor, fatally wounded. In his final moments of life during the death scene, Destry assures Wash that he bravely died like his own father:

Wash: Well Tom, they came.
Destry: Now don't do any talkin' now, just rest.
Wash: I'll talk if I wanna - for a little while, anyway.
Destry: All right, if you wanna talk.
Wash: (attempting a joke) I'll bet you knew a fellow once who did something like falling asleep when he oughta kept awake. Didn't ya, huh?
Destry: Yeah, I knew a fella that lived down around Wichita. He was a ...well you see, he tried to keep awake one night when he was gonna catch a stage over to a nearby town and he had a girl over there he was courtin'...
Wash: A man must be an awful fool to get shot in the back....
Destry: Wait a minute, you know, that's how they shot my father. They didn't dare face him either.
Wash: They didn't give us a chance, did they?
Destry: No.
Wash: Oh, I'm sleepy, plumb-tuckered out. That Gyp has kept me awake too much. [The plaintive tune of "Little Joe" is played softly.] (Destry tucks Wash's shirt into his trousers one last time.)

Destry's stuttered, hesitating words are cut short by pain that rushes over Wash's body. At one point, the Sheriff begs for the end to the story ("this better be good") about a man who fell asleep - but he never hears the end of the unfinished story.

In the conclusion, the normally pacifistic Destry becomes militant and determined to bring justice to Wash's murderers. In silence, he returns to his boarding house room and straps on his father's guns to seek vengeance, abandoning his principles of passive resistance. A group of men, including Tyndall now as an ally, follow him to the corral to get ready to ride into town on horseback. He leads the good people of the town in a raid on the saloon. Frenchy, now on Destry's side and convinced of the mounting evidence of Kent's crimes, incites the respectable ladyfolk in town to aid and protect their men from getting shot:

Frenchy: What do you stand here like a lot of sheep? Why don't you stop them?
Townswoman: Get out of here.
Mrs. Callahan: Go back where you belong.
Frenchy: Well, wherever I belong, I don't pretend.
Townswoman: You shut your mouth.
Frenchy: And I wouldn't wait around for my men to get killed without doing something about it.
Mrs. Callahan: Will you get out of here?
Janice: Wait a minute, wait a minute, what can we do?
Frenchy: Oh, I'll tell you what you can do.

Kent and his men barricade themselves inside the Last Chance Saloon - a massive shootout commences as the townspeople battle the gang from the street. Janice and Mrs. Callahan lead the armed women (with pitchforks, garden implements, pieces of picket fences, and various wooden clubs) in a march down the main street between the two opposing sides. They burst into the saloon wielding their weapons and engage in a wild, hand-to-hand combat with Kent's men - without gunfire. Meanwhile, Destry has stealthily climbed in the second floor saloon window and emerged into the melee on the saloon floor, while searching for Kent. One by one, Gyp, Bugs and Slade are knocked unconscious by gangs of women with rolling pins, as they protest: "You can't do this, it ain't legal."

Frenchy helps to defend Destry against Kent who stalks him from the saloon's second story balcony. She cries out to attempt to warn him about the ambush: "Look out, Tom!" She forces her way over to Destry and fearlessly leaps into the line of fire to block the bullet meant for him. She is mortally wounded in the back as she throws her arms around him. Destry shoots Kent, but Frenchy collapses and dies in his arms. Before dying, she lets him know that she loves him, gasping:

Would you kiss me goodbye?

Before their last kiss, she wipes away her lipstick - as he had suggested - as a final gesture. She expires and her head rolls away from Destry just as their lips touch.

In the film's concluding sequence, there is a new welcoming sign to the transformed town of Bottleneck. On a "fine day," an unarmed Destry strolls down the peaceful main street, whittling a napkin holder. Young Eli Claggett adoringly worships and imitates his footsteps, dress, whittling, and other mannerisms. Destry repeats the oft-told story of Saw-tooth Magee at the famous porch post. The story is so well-known that Eli spins another tall tale:

Destry: Did you ever hear the story about Saw-tooth Magee? Right at that post there.
Eli: You mean the one where he fit his neighbor into a draw over a petticoat?
Destry: Yeah, that's the one.
Eli: Aw, everybody's heard that one. Wash sure could make 'em up, couldn't he?...Did he ever tell you the one where he shot a whole tribe of Indians singlehanded?
Destry: I guess I missed that one.
Eli: Well, it goes like this, see? He was out scoutin' one mornin', and he come face-to-face with a whole tribe of Indians....

His story is interrupted by a passing wagon of young girls loudly singing: "Little Joe." A smile crosses Destry's face as the song invokes the memories of both Wash and Frenchy - fallen friends who sacrificed their lives. He is summoned by Janice rushing from the boarding house porch and calling out for him. She is distressed about a fight ("that sounded like murder") going on between Boris and Mrs. Callahan. Now that he's proven himself, Boris smashes the picture of his wife's ex-husband (reclaiming his masculinity and his dominance in the household), and replaces it with his own, deputy cowboy-style portrait: "The old regime is over and the new regime is here. Boris Alexandrovich Stavrogin is the head of his own house." Tom and Janice leave the domestic squabble in which Boris regains the respect of his wife. Destry begins reminiscing again:

Destry: You know, speakin' of marriage, Janice...
Janice: (moving a step closer) Yes, Tom?
Destry: I had a friend once...

THE END scrolls up the screen to interrupt his talkative anecdote.