Down-on-their-luck racers Larry and Deke steal from a supermarket manager to buy a car that will help them advance their racing chances, but things take a deadly turn when Larry's one-night stand, Mary, tags along for the ride in their modified 1966 Chevrolet Impala. The trio must evade capture by the police and a relentless sheriff, Captain Everett Franklin, who pursues them with an out-of-control Bell JetRanger helicopter. Their final escape is a heart-stopping crash into a freight train pulled by a locomotive in the walnut groves of California.
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