John Wesley "Jay" Grobart (Burt Reynolds), is a former Army Captain who has recently been released from prison, where he served time for killing the three men who had murdered his Native American wife, Cat Dancing. With the help of an Indian friend, Charlie (Jay Varela), and two lowlife thieves, Billy Bowan (Bo Hopkins) and Coleman Dawes (Jack Warden), Jay robs a train, hoping that he can use his share of the ill-gotten money to ransom his two children from Iron Knife (Larry Littlebird), Cat Dancing's brother and the children's foster father. Complicating the proceedings is Mrs. Catherine Crocker (Sarah Miles), a aristocratic woman running away from her abusive husband, who has chosen the same time and place to flag down the train. She ends up a hostage of the train robbers and through the course of their adventures eventually falls in love with Grobart. The posse trailing the thieves is led by Harvey Lapchance (Lee J. Cobb), a Wells Fargo agent deputized to capture Grobart, and Willard Crocker (George Hamilton), Catherine's husband.
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