Free-spirited Bertha (Barbara Hershey) is a small-time crook with a "love 'em and leave 'em" philosophy, until she falls hard for union man and Robin-Hood-of-the-rails, Big Bill Shelly (David Carradine). Stealing from the rich and giving to the workers, Bertha and Bill soon become the most notorious train robbers in the South. But as their crimes grow more brazen, the law grows more ruthless, and the duo discovers, too late, that their lifetime of larceny may have bought them a one-way ticket to a deadly destination!