Red Haines (Wilford Brimley) and John Thompson (Robert Mitchum) were childhood friends that chose two very different ways of life. Red became an excellent cop and John became a dangerous criminal, spending most of his life in jail. Red volunteers to handle the relocation of his old friend from Leavenworth to Huntsville prison and whilst the two are travelling by train to make the transfer, a mysterious woman helps John make a daring escape. Red is immediately suspected by his superiors of assisting in the escape and is thrown off the case and out of the police force. Red is determined to clear his name and vows to put his friend behind bars forever.