
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.
Cast

Robert Mitchum
Flagg

George Kennedy
McKay

Martin Balsam
Mayor Wilker

David Carradine
Waco

Tina Louise
Carmel

Douglas Fowley
Grundy

Lois Nettleton
Mary

John Davis Chandler
Deuce

John Carradine
Ticker

Marie Windsor
Polly
Dick Peabody
Boyle

Kathleen Freeman
Mrs. Stone

Jimmy Murphy
Buckshot
Garrett Lewis
Hawkins

Nick Dennis
Engineer #2

Dorothy Adams
Mrs. Pierce (uncredited)

Robert Anderson
Jed (uncredited)

Jack Berle
Saloon Dealer (uncredited)
Jimmie Booth
Wagon Driver (uncredited)
Danny Borzage
Accordionist (uncredited)
Paul Bradley
Barfly (uncredited)

Thordis Brandt
Babe (uncredited)
David Cargo
Reporter (uncredited)

David S. Cass Sr.
Tuber (uncredited)

Noble 'Kid' Chissell
Townsman (uncredited)
Ted Christy
Townsman (uncredited)
Bud Cokes
Townsman (uncredited)
Ross Dollarhide
Townsman (uncredited)
Ken DuMain
Bartender (uncredited)

George Dunn
Engineer #1 (uncredited)

Richard Farnsworth
Workman (uncredited)
John Fritz
Townsman (uncredited)
Bobby Gilbert
Boarding House Guest (uncredited)

Angela Greene
Judy (uncredited)

Buddy Hackett
Ed - Townsman (uncredited)

Darby Hinton
Pug (uncredited)
Kathryn Janssen
Townswoman (uncredited)

Jackie Joseph
Doris (uncredited)
Irene Kelly
Ginny (uncredited)

Kenner G. Kemp
Saloon Dealer (uncredited)
Alan Lee
Townsman (uncredited)
Stuart Lee
Harold (uncredited)
Paul Lees
Miles (uncredited)
Stephen Liss
Cricket (uncredited)
Mickey Martin
Barfly (uncredited)
John Hugh McKnight
Townsman (uncredited)
Ernesto Molinari
Barfly (uncredited)
Mike Morelli
Barfly (uncredited)

Jack Perkins
Townsman (uncredited)
Joe Pine
Barfly (uncredited)

Bobby Riha
Billy (uncredited)

Hank Robinson
Barfly (uncredited)
Robert Robinson
Townsman (uncredited)
John Roy
Townsman (uncredited)
Danny Sands
Townsman (uncredited)

Jeffrey Sayre
Barfly (uncredited)
Russell Schulman
One of Pug's Boys (uncredited)
Phil Schumacher
Townsman (uncredited)
Chick Sheridan
Townsman (uncredited)

Cap Somers
Townsman (uncredited)

Howard Storm
Harry (uncredited)

Arthur Tovey
Townsman (uncredited)
George Tracy
Townsman (uncredited)
Philip Vandervort
Simms (uncredited)
Mike Wagner
Turk (uncredited)
John Wheeler
Bumper (uncredited)
Bob Whitney
Barfly (uncredited)
Chalky Williams
Barfly (uncredited)
Dee Carroll
Minor Role (voice - uncredited)
Crew

Burt Kennedy
Director
Ronald M. Cohen
Writer, Producer
Dennis Shryack
Writer, Producer
Howard Deane
Editor
Otho Lovering
Editor
Harry Stradling Jr.
Director of Photography
Richard C. Bennett
Assistant Director
Leslie Gorall
Assistant Director
Monte Masters
Assistant Director
Robert Goldstein
Executive Producer
Stan Jolley
Associate Producer, Production Design

Christopher Mitchum
Production Assistant
Yvonne Wood
Costume Design
Jean Burt Reilly
Hair Supervisor
Perc Westmore
Makeup Artist
Gordon Bau
Makeup Supervisor
Brandon Kellogg
Sound Recordist
Al Overton Sr.
Sound
William Thompson
Boom Operator
Horace L. Hulburd
Special Effects

William Lava
Original Music Composer, Songs
Ned Washington
Songs
Ralph S. Hurst
Set Decoration
Frank L. Brown
Set Dresser
Ward Preston
Set Designer
Marjorie Mullen
Script Supervisor

Sean Barrett
Stunts
May Boss
Stunts
Dick Bullock
Stunts
William H. Burton Sr.
Stunts
Joe Canutt
Stunts
Tap Canutt
Stunts

David S. Cass Sr.
Stunts
Everett Creach
Stunts
Steve DeFrance
Stunts

Tony Epper
Stunts

Richard Farnsworth
Stunts
Joe Finnegan
Stunts

Alan Gibbs
Stunts
Kent Hays
Stunts

Chuck Hayward
Stunts
Clyde Hudkins Jr.
Stunts
Dick Hudkins
Stunts
Leroy Johnson
Stunts

Max Kleven
Stunts
Walt La Rue
Stunts

Gary McLarty
Stunts

Jack Perkins
Stunts
Glenn Randall Jr.
Stunts
Fred Stromsoe
Stunts
Bob Terhune
Stunts

Glenn R. Wilder
Stunts
Jack Williams
Stunts

Loren Janes
Stunts
Walter Scott
Stunts
Red Turner
Property Master
Bill Finnegan
Production Manager
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