When convict Doc McCoy (Steve McQueen) is refused parole, he enlists his wife, Carol (Ali MacGraw), to strike a deal with crooked Texan Jack Benyon (Ben Johnson), who agrees to pull strings for Doc in return for his help on one last bank heist. The job is a success, but Benyon's men betray Doc, and he and Carol must take off across Texas with the money, running from both the law and other criminals, aiming to get to Mexico before they're caught, or worse, killed.