Martin Scorsese's second feature loosely adapts the autobiography of Bertha Thompson, portraying the adventures of the Depression-era criminal following the death of her father. Bertha (Barbara Hershey) joins union organizer Big Bill Shelly (David Carradine) in fighting anti-union forces after an unexpected murder drives them to a life of robbing trains. The atmospheric tale depicts their life on the lam, doing whatever is necessary to survive.