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When a trio of ex-convicts led by Mattie Appleyard is released from prison, they hope to open a general store using money Mattie has saved during his 40-year sentence. This attempt is met with great resistance from a corrupt prison official and the banker who issued Mattie the check.
In 1935 a trio of convicts, murderer Mattie Appleyard (James Stewart), bank robber Lee Cottrill (Strother Martin), and young Johnny Jesus (Kurt Russell), are released from a West Virginia prison. They intend to open a general store with a check for over $25,000 that Mattie has been issued for his 40 years of prison work. Unfortunately, prison captain "Doc" Council (George Kennedy) is plotting with local banker Homer Grindstaff (David Huddleston) to ensure the ex-convicts are never able to cash the check. Council arranges for the ex-cons to be killed at a railroad stop, but the ex-cons are told about the plot and thwart it. Councils men kill another passenger, and frame Mattie for the killing. Mattie takes a supply of dynamite from the dead man, and uses it to force Grindstaff into cashing his check. The ex-cons split up with the intention of later reuniting, as they try to stay one step ahead of Council. They must also deal with a down-on-her-luck prostitute named Cleo (Anne Baxter) who wants the money as well.
James Stewart
Mattie Appleyard
George Kennedy
'Doc' Council
Anne Baxter
Cleo
Strother Martin
Lee Cottrill
Kurt Russell
Johnny Jesus
William Windom
Roy K. Sizemore
Mike Kellin
Steve Mystic
Katherine Cannon
Chanty
Morgan Paull
Junior Kilfong
Robert Donner
Willis Hubbard
David Huddleston
Homer Grindstaff
Dort Clark
Enoch Purdy
James Lee Barrett
Sonny Boy
Kitty Jefferson Doepken
Clara
Dwight McConnell
Station Master
Richard Carl
Police Chief
Arthur Cain
Prosecuting Attorney
Paul Merriman
Fireman
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