"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."
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
Bud Cokes
Ross Dollarhide
Ken DuMain
as Bartender (uncredited)
George Dunn
as Engineer #1 (uncredited)
Richard Farnsworth
as Workman (uncredited)
John Fritz
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
Alan Lee
Stuart Lee
as Harold (uncredited)
Paul Lees
as Miles (uncredited)
Stephen Liss
as Cricket (uncredited)
Mickey Martin
John Hugh McKnight
Ernesto Molinari
Mike Morelli
Jack Perkins
Joe Pine
Bobby Riha
as Billy (uncredited)
Hank Robinson
Robert Robinson
John Roy
Danny Sands
Jeffrey Sayre
Russell Schulman
as One of Pug's Boys (uncredited)
Phil Schumacher
Chick Sheridan
Cap Somers
Howard Storm
as Harry (uncredited)
Arthur Tovey
George Tracy
Philip Vandervort
as Simms (uncredited)
Mike Wagner
as Turk (uncredited)
John Wheeler
as Bumper (uncredited)
Bob Whitney
Chalky Williams
Dee Carroll
as Minor Role (voice - uncredited)
William Lava
Original Music Composer
Howard Deane
Editor
Burt Kennedy
Director
Dennis Shryack
Producer
Ronald M. Cohen
Writer
Otho Lovering
Stan Jolley
Production Design
Robert Goldstein
Executive Producer
Harry Stradling Jr.
Director of Photography
Associate Producer
Ralph S. Hurst
Set Decoration
Bill Finnegan
Production Manager
Al Overton Sr.
Sound
Marjorie Mullen
Script Supervisor
Ward Preston
Set Designer
Horace L. Hulburd
Special Effects
Red Turner
Property Master
Yvonne Wood
Costume Design
Gordon Bau
Makeup Supervisor
Brandon Kellogg
Sound Recordist
Jean Burt Reilly
Hair Supervisor
Monte Masters
Assistant Director
Richard C. Bennett
Perc Westmore
Makeup Artist
Frank L. Brown
Set Dresser
William Thompson
Boom Operator
Christopher Mitchum
Production Assistant
Leslie Gorall
Ned Washington
Songs
Dick Bullock
Stunts
Jack Williams
Sean Barrett
Max Kleven
May Boss
Tap Canutt
Joe Canutt
Everett Creach
Tony Epper
Alan Gibbs
William H. Burton Sr.
Dick Hudkins
Walt La Rue
Kent Hays
Steve DeFrance
Gary McLarty
Fred Stromsoe
Bob Terhune
Chuck Hayward
Clyde Hudkins Jr.
Joe Finnegan
Leroy Johnson
Glenn R. Wilder
Glenn Randall Jr.
Loren Janes
Walter Scott