Elderly train robbers Archie Long (Kirk Douglas) and Harry Doyle (Burt Lancaster) are released after thirty years in prison. Not having seen the world since the 1950s the pair revolt in distaste at the acquisitive, uncaring youth-obsessed society in which they find themselves.

The thought of whiling away their final years in an old folk's home doesn't appeal so, to show the world they can still raise a bit of hell, Archie and Harry decide to attempt one more heist...