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| Tyrone Power | Jesse Woodson James |
| Henry Fonda | Frank James |
| Nancy Kelly | Zerelda 'Zee' Cobb |
| Randolph Scott | Marshall Will Wright |
| Henry Hull | Major Rufus Cobb |
| Brian Donlevy | Barshee |
| John Carradine | Bob Ford |
| Jane Darwell | Mrs. Samuels |
| Slim Summerville | Jailer |
| J. Edward Bromberg | Mr. Runyan |
| Donald Meek | Mc Coy |
Jesse James and his brother Frank swear revenge on the St. Louis Midland Railroad after a company representative kills their mother. The boys begin robbing rail passengers and soon expand their activities to include banks. However, when some of the gang are killed after a tip-off, Jesse considers going straight.
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