Charlie Russell's painting "Smoke of a .45" captures a small-town gunfight much like the February 1884 shootout at Stoneville, Montana Territory. (Weider History Group Archive)

George Axelby and his men exited the saloon, drunk and boisterously firing their pistols. The Willard posse poured out of Stone's house and took up positions as the gang climbed onto their horses. Deputy Fred Willard and outlaw Jack Campbell opened fire at almost the same instant

Outlaw gang leader George Axelby relied on six-shooters and rifles but also had a tendency to shoot off his mouth—a habit that often got him into as much trouble as his use of firearms. In February 1884, Axelby (sometimes seen as Axelbee) learned that his two-bit horse-thieving pal Jesse Pruden had been arrested over in Miles City, Montana Territory, and would soon be transported back to Spearfish, Dakota Territory, to face various criminal charges. Instead of taking immediate action, right or wrong, Axelby couldn't resist opening his big mouth. He boasted that his gang would see to it Pruden was rescued, going so far as to say he and his associates would, if need be, fight to the last man. His bold threats reached Deputy U.S. Marshal A.M. Willard, who knew all too well Axelby was dangerous and capable of such stupidity.

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Captain (or "Cap") Willard, as he was known for his years of sailing freighters on the Great Lakes, organized a posse in Spearfish. He and fellow Deputies John ("Jack") O'Harra and Fred Willard (A.M.'s brother), territorial Deputies John Duffy and Frank Jackson, and a cowboy named McNarboe, set out to intercept Axelby before he could carry out his rescue. Fate determined that the posse would catch up to Axelby's gang at the hamlet of Stoneville, Montana Territory, on Valentine's Day 1884. The gunfight that followed was no massacre, but it was bloody enough. It showed just how swift frontier justice could be, and its aftermath demonstrated how frustrated lawmen and posse members were just as capable of "roadside" justice as mobs of enraged citizens.

Stoneville, a telegraph relay station on the banks of the Little Missouri River in Custer County, was named for Lew Stone, who in 1877 set up the only saloon in that part of southeastern Montana Territory. The town established a post office in 1880. But another town in the territory had a similar name, leading to confusion with mail delivery. So, in 1885, the year after the Stoneville gunfight, the town was officially renamed Alzada in honor of Alzada Sheldon, the wife of a local pioneer. Alzada survives as a flyspeck on the map in present-day Carter County, about a half-mile east of its original location.

By 1884 Axelby had a reputation in Spearfish, a town founded at the mouth of Spearfish Canyon in 1876 to supply foodstuffs to the Black Hills mining camps. His favorite stamping grounds were the Little Missouri and Powder River country, and area residents regarded him as a scourge. A more accomplished horse thief than Pruden, Axelby was wanted for rustling and for murder. He was known to have a hideout near Devils Tower, and area newspapers compared his band to the former James-Younger Gang of Missouri. Certainly, local lawmen considered him ruthless and were unwilling to take any chances with such a desperado. Axelby apparently had an even greater dislike of Indians than he did lawmen. The February 23, 1884, St. Paul Pioneer Press noted that "his cussedness is directed against the Indians" and that "he never losses [sic] a chance to set them afoot or kill them."

It is uncertain when George Axelby and Jesse Pruden formed their unlikely friendship. Pruden was the stepson of J.B. Maxwell, respected owner of the Miles City–Spearfish stage line. Instead of following in his stepfather's footsteps, Pruden had stepped out on his own and found his greatest success in stealing ponies from the Indians. Authorities had openly tolerated his illegal activities for a while, but being kin to Maxwell could not keep him above the law forever. Axelby always traveled with a small band of ne'er-do-wells, and Pruden may have joined them on occasion.

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