Ne'er-do-well bandits Amos (Tim Conway) and Theodore (Don Knotts), aka the Apple Dumpling Gang, make their way on their mule named Clarise to the western outpost of Junction City. But soon they're mixed up in a bank heist they didn't commit, with Marshal Woolly Bill Hitchcock (Kenneth Mars) on their trail. They run away and land at a military base, where Capt. Phillips (Tim Matheson) is trying to track down an escaped double-crosser who might be involved with the real robbers.