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|James Stewart||Mattie Appleyard|
|George Kennedy||'Doc' Council|
|Robert Donner||Willis Hubbard|
|Mike Kellin||Steve Mystic|
|Morgan Paull||Junior Kilfong|
|Kurt Russell||Johnny Jesus|
|Strother Martin||Lee Cottrill|
|David Huddleston||Homer Grindstaff|
|William Windom||Roy K. Sizemore|
"Glory, W.Va., 1935. It wasn't exactly a parade. It wasn't a time for celebration. It was a time to run for your life."
Murderer Mattie Appleyard, bank robber Lee Cottrill and young Johnny Jesus are released from the West Virginia State Penitentiary, located in the fictional town of Glory, in 1935. ("Glory" is author Grubb's pseudonym for his hometown, Moundsville, West Virginia, site of the real state prison.) Appleyard is issued a check for $25,452.32 for his 40 years of prison work, an enormous amount in the Great Depression.All three men are escorted by prison Captain "Doc" Council to the train out of town. However, Council has no intention of letting all that money get away. He and his accomplices, Steve Mystic and Junior Kilfong, hold up the train. Kilfong shoots an innocent passenger, mining supply salesman Roy K. Sizemore, while trying to stop the ex-convicts from getting away. Council kills the wounded Sizemore and places the blame on Appleyard.Later, as Council is telling his partner, banker Homer Grindstaff, what happened, Appleyard walks in with sticks of dynamite (from Sizemore's suitcase) strapped to him and a suitcase with "60 more pounds". Appleyard threatens to blow them all up "and half this city block" if the banker doesn't cash his check. Grindstaff reluctantly cashes Appleyard's check.Appleyard and his friends split up to meet again later. While waiting at the rendezvous, Cottrill is talked into boarding a houseboat owned by down-on-her-luck prostitute Cleo for a drink of whiskey. Also aboard is Chanty, a sixteen-year-old virgin whom Cleo has taken in and is hoping for the first customer willing to pay $100 for her virginity. Appleyard and Johnny show up, only to be tracked down by Council and his bloodhound. The three friends get away in a skiff, leaving what is thought to be a case of money with Cleo (but it is actually the dynamite). Johnny is worried about what Council will do to Chanty, so they turn around and row back.By then, Council has left, but not before telling Cleo about Appleyard's money. Held at gunpoint, Appleyard gives her his suitcase (with the dynamite in it). Believing that she is now rich, Cleo gladly lets the men take Chanty with them. After they leave, Cleo tries to shoot the locked suitcase open and blows up the houseboat and herself.The fugitives are later trapped on a boxcar by Council on a train which, as in a "fools' parade", has led them back to where they started. Luckily for them, guilt-ridden train conductor Willis Hubbard helps them escape, though he is too afraid of Council to tell the police what he knows.Council and his partners Mystic and Kilfong track the others to an abandoned house. Council decides he doesn't want to share the loot, so he kills his two confederates. He then shoots a window out, wounding Appleyard. Johnny throws dynamite at Council, but it is fetched back to him by Council's bloodhound. Appleyard hastily throws it back out the window, killing Council.As soon as Hubbard confesses the truth, Grindstaff is arrested and Appleyard and his friends are exonerated.