Jack Burns contrives to get himself tossed into the same jail as old friend Paul Bondi (Michael Kane) from where he plans to bust out with his buddy. Bondi opts to stay, however - his ways are changed, and there is the wife (Gena Rowlands) and a son to consider - but Douglas, not one for the year's confinement he faces breaks out, chased by sheriff Johnson (Walter Matthau) with helicopters and jeeps.