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| Alec Baldwin | Carter ``Doc'' McCoy |
| Kim Basinger | Carol McCoy |
| Michael Madsen | Rudy Travis |
| James Woods | Jack Benyon |
| David Morse | Jim Deer Jackson |
| Jennifer Tilly | Fran Carvey |
| James Stephens | Harold Carvey |
| Richard Farnsworth | Slim |
| Philip Seymour Hoffman | Frank Hansen |
| Burton Gilliam | Gollie |
| Royce D. Applegate | Gun Shop Salesman |
| Daniel Villareal | Luis Mendoza |
Doc and Carol McCoy are married criminals looking for a high-paying score. When Doc ends up in a Mexican prison, Carol tells mob boss Jack Benyon that Doc will work for him if Benyon can free him from prison. Benyon hires Doc to rob a dog track, but after the heist goes terribly wrong, Doc and Carol escape with the cash. With a bitter thief and Benyon's hired help on their trail, Doc and Carol must fight to survive.
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