Robert Benton's directorial debut stars Jeff Bridges as young con man Jake Rumsey in this highly original Western. After Drew Dixon (Barry Brown), an upright young man, is sent west by his religious family to avoid being drafted into the Civil War, he drifts across the land with a loose confederation of young vagrants. He connects with the entertaining Jake, and they add a couple of others, including Loney (John Savage) and Arthur (Jerry Houser), to a "gang" that is barely surviving in the harsh climate of the West. They have to avoid confrontations not only with professional criminals--such as Big Joe (David Huddleston)--but also from hardened civilians who would kill a young boy for trying to steal a pie. Always outdoors, without as much as one horse among them, they're even at the mercy of the elements. As the boys' tribulations mount, their naive visions of cowboy glory fade, and Drew begins to realize that a life of crime may be his only means of survival.

Though boasting a stellar cast, a strong script, and inspired direction, the film proved a disappointment at the box office, perhaps because of its bleak vision and loose, episodic narrative. The unjustly ignored masterpiece also features an arresting tonal combination of Brechtian irony and absurdist whimsy, as well as brilliant photography by the legendary Prince of Darkness, Gordon Willis (THE GODFATHER, ALL THE PRESIDENT'S MEN), who skillfully utilizes a unique, expressive palette of washed-out grays and browns.