An aging lawman and an aging outlaw join forces when their respective positions in society are usurped by a younger, but incompetent Marshal, and a younger, but vicious gang leader.
Robert Mitchum
as Flagg
George Kennedy
as McKay
Martin Balsam
as Mayor Wilker
David Carradine
as Waco
Tina Louise
as Carmel
Douglas Fowley
as Grundy
Lois Nettleton
as Mary
John Davis Chandler
as Deuce
John Carradine
as Ticker
Marie Windsor
as Polly
Dick Peabody
as Boyle
Kathleen Freeman
as Mrs. Stone