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.
Flagg
Robert Mitchum
McKay
George Kennedy
Mayor Wilker
Martin Balsam
Waco
David Carradine
Carmel
Tina Louise
Grundy
Douglas Fowley
Mary
Lois Nettleton
Deuce
John Davis Chandler
Ticker
John Carradine
Polly
Marie Windsor
Boyle
Dick Peabody
Mrs. Stone
Kathleen Freeman
Buckshot
Jimmy Murphy
Hawkins
Garrett Lewis
Engineer #2
Nick Dennis
Mrs. Pierce (uncredited)
Dorothy Adams
Jed (uncredited)
Robert Anderson
Saloon Dealer (uncredited)
Jack Berle
Wagon Driver (uncredited)
Jimmie Booth
Accordionist (uncredited)
Danny Borzage
Barfly (uncredited)
Paul Bradley
Babe (uncredited)
Thordis Brandt
Reporter (uncredited)
David Cargo
Tuber (uncredited)
David S. Cass Sr.
Townsman (uncredited)
Noble 'Kid' Chissell
Townsman (uncredited)
Ted Christy
Townsman (uncredited)
Bud Cokes
Townsman (uncredited)
Ross Dollarhide
Bartender (uncredited)
Ken DuMain
Engineer #1 (uncredited)
George Dunn
Workman (uncredited)
Richard Farnsworth
Townsman (uncredited)
John Fritz
Boarding House Guest (uncredited)
Bobby Gilbert
Judy (uncredited)
Angela Greene
Ed - Townsman (uncredited)
Buddy Hackett
Pug (uncredited)
Darby Hinton
Townswoman (uncredited)
Kathryn Janssen
Doris (uncredited)
Jackie Joseph
Ginny (uncredited)
Irene Kelly
Saloon Dealer (uncredited)
Kenner G. Kemp
Townsman (uncredited)
Alan Lee
Harold (uncredited)
Stuart Lee
Miles (uncredited)
Paul Lees
Cricket (uncredited)
Stephen Liss
Barfly (uncredited)
Mickey Martin
Townsman (uncredited)
John Hugh McKnight
Barfly (uncredited)
Ernesto Molinari
Barfly (uncredited)
Mike Morelli
Townsman (uncredited)
Jack Perkins
Barfly (uncredited)
Joe Pine
Billy (uncredited)
Bobby Riha
Barfly (uncredited)
Hank Robinson
Townsman (uncredited)
Robert Robinson
Townsman (uncredited)
John Roy
Townsman (uncredited)
Danny Sands
Barfly (uncredited)
Jeffrey Sayre
One of Pug's Boys (uncredited)
Russell Schulman
Townsman (uncredited)
Phil Schumacher
Townsman (uncredited)
Chick Sheridan
Townsman (uncredited)
Cap Somers
Harry (uncredited)
Howard Storm
Townsman (uncredited)
Arthur Tovey
Townsman (uncredited)
George Tracy
Simms (uncredited)
Philip Vandervort
Turk (uncredited)
Mike Wagner
Bumper (uncredited)
John Wheeler
Barfly (uncredited)
Bob Whitney
Barfly (uncredited)
Chalky Williams
Minor Role (voice - uncredited)
Dee Carroll