"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
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)
Ronald M. Cohen
Writer
Dennis Shryack
Stan Jolley
Production Design
Burt Kennedy
Director
Producer
Otho Lovering
Editor
Robert Goldstein
Executive Producer
Howard Deane
William Lava
Original Music Composer
Harry Stradling Jr.
Director of Photography
Perc Westmore
Makeup Artist
Yvonne Wood
Costume Design
Gordon Bau
Makeup Supervisor
Bill Finnegan
Production Manager
Associate Producer
Richard C. Bennett
Assistant Director
Ralph S. Hurst
Set Decoration
Jean Burt Reilly
Hair Supervisor
Brandon Kellogg
Sound Recordist
Frank L. Brown
Set Dresser
William Thompson
Boom Operator
Leslie Gorall
Marjorie Mullen
Script Supervisor
Christopher Mitchum
Production Assistant
Ward Preston
Set Designer
Horace L. Hulburd
Special Effects
Monte Masters
Red Turner
Property Master
Al Overton Sr.
Sound
Songs
Ned Washington
Kent Hays
Stunts
May Boss
Joe Canutt
Tap Canutt
Everett Creach
Tony Epper
Leroy Johnson
Glenn R. Wilder
Jack Williams
Alan Gibbs
Glenn Randall Jr.
Walt La Rue
Chuck Hayward
Clyde Hudkins Jr.
Dick Bullock
William H. Burton Sr.
Dick Hudkins
Steve DeFrance
Gary McLarty
Joe Finnegan
Fred Stromsoe
Sean Barrett
Max Kleven
Bob Terhune
Loren Janes
Walter Scott