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.
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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
Jimmy Murphy as Buckshot
Garrett Lewis as Hawkins
Nick Dennis as Engineer #2
Dorothy Adams as Mrs. Pierce (uncredited)
Robert Anderson as Jed (uncredited)
Jack Berle as Saloon Dealer (uncredited)
Jimmie Booth as Wagon Driver (uncredited)
Danny Borzage as Accordionist (uncredited)
Paul Bradley as Barfly (uncredited)
Thordis Brandt as Babe (uncredited)
David Cargo as Reporter (uncredited)
David S. Cass Sr. as Tuber (uncredited)
Noble 'Kid' Chissell as Townsman (uncredited)
Ted Christy as Townsman (uncredited)
Bud Cokes as Townsman (uncredited)
Ross Dollarhide as Townsman (uncredited)
Ken DuMain as Bartender (uncredited)
George Dunn as Engineer #1 (uncredited)
Richard Farnsworth as Workman (uncredited)
John Fritz as Townsman (uncredited)
Bobby Gilbert as Boarding House Guest (uncredited)
Angela Greene as Judy (uncredited)
Buddy Hackett as Ed - Townsman (uncredited)
Darby Hinton as Pug (uncredited)
Kathryn Janssen as Townswoman (uncredited)
Jackie Joseph as Doris (uncredited)
Irene Kelly as Ginny (uncredited)
Kenner G. Kemp as Saloon Dealer (uncredited)
Alan Lee as Townsman (uncredited)
Stuart Lee as Harold (uncredited)
Paul Lees as Miles (uncredited)
Stephen Liss as Cricket (uncredited)
Mickey Martin as Barfly (uncredited)
John Hugh McKnight as Townsman (uncredited)
Ernesto Molinari as Barfly (uncredited)
Mike Morelli as Barfly (uncredited)
Jack Perkins as Townsman (uncredited)
Joe Pine as Barfly (uncredited)
Bobby Riha as Billy (uncredited)
Hank Robinson as Barfly (uncredited)
Robert Robinson as Townsman (uncredited)
John Roy as Townsman (uncredited)
Danny Sands as Townsman (uncredited)
Jeffrey Sayre as Barfly (uncredited)
Russell Schulman as One of Pug's Boys (uncredited)