Bertha Thompson (Barbara Hershey) is country girl from the Southern United States who turns a life a vagrancy into a life of crime. At first meeting with Bill Shelly (David Carradine), a union organizer and active communist who opposes everything the big railroads in the Depression stand for. Indeed, he matches wits with the head of the company, a man named Sartoris (John Carradine), but finds himself better able to get under the skin of business if he becomes a train robber. Before long, Bertha also becomes involved in murder as part of a gang that includes a black man named Von Morton (Bernie Casey) with a chip on his shoulder. Soon Bertha and Shelly are on the Most Wanted List of the FBI, changing them from political revolutionaries to common criminals.