Fools' Parade

In 1935 a trio of convicts, murderer Mattie Appleyard (James Stewart), bank robber Lee Cottrill (Strother Martin), and young Johnny Jesus (Kurt Russell), are released from a West Virginia prison. They intend to open a general store with a check for over $25,000 that Mattie has been issued for his 40 years of prison work. Unfortunately, prison captain "Doc" Council (George Kennedy) is plotting with local banker Homer Grindstaff (David Huddleston) to ensure the ex-convicts are never able to cash the check. Council arranges for the ex-cons to be killed at a railroad stop, but the ex-cons are told about the plot and thwart it. Council's men kill another passenger, and frame Mattie for the killing. Mattie takes a supply of dynamite from the dead man, and uses it to force Grindstaff into cashing his check. The ex-cons split up with the intention of later reuniting, as they try to stay one step ahead of Council. They must also deal with a down-on-her-luck prostitute named Cleo (Anne Baxter) who wants the money as well.