In turn-of-the-century Mississippi, an 11-year-old boy comes of age as two mischievous adult friends talk him into sneaking the family car out for a trip to Memphis and a series of adventures.
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Steve McQueen as Boon Hogganbeck
Sharon Farrell as Corrie
Ruth White as Miss Reba
Michael Constantine as Mr. Binford
Clifton James as Butch Lovemaiden
Juano Hernández as Uncle Possum
Lonny Chapman as Maury McCaslin
Will Geer as Boss
Rupert Crosse as Ned McCaslin
Mitch Vogel as Lucius
Diane Ladd as Phoebe
Ellen Geer as Sally
Allyn Ann McLerie as Alison
Charles Tyner as Edmonds
Vinnette Carroll as Aunt Callie
Diane Shalet as Hannah
Pat Randall as May Ellen
Dub Taylor as Dr. Peabody
Lindy Davis as Otis
Shug Fisher as Cousin Zack
Raymond Guth as Uncle Ike
Logan Ramsey as Walter Clapp
Jon Shank as Joe Poleymus
Gloria Calomee as Minnie
Sara Taft as Sarah
Vinnette Carroll as Aunt Callie (as Vinette Carroll)