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| Dustin Hoffman | Max Dembo |
| Theresa Russell | Jenny Mercer |
| Gary Busey | Willy Darin |
| Harry Dean Stanton | Jerry Schue |
| M. Emmet Walsh | Earl Frank |
| Sandy Baron | Manny |
| Kathy Bates | Selma Darin |
| Eddie Bunker | Mickey |
| Fran Ryan | Cafe Owner |
| Rita Taggart | Carol Schue |
| Jake Busey | Henry Darin |
| Tina Menard | Hotel Manager |
A career criminal, Max Dembo is determined to go straight after his latest stint in prison. He takes a mindless job in a cannery, patiently endures the abuse of his pompous parole officer, Earl, and begins a romance with a sympathetic girl from the employment office, Jenny . But when Earl erroneously busts Jack for drug abuse, the ex-con cracks, assaulting Earl and setting off on a reckless crime spree.
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