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| John Savage | Det. Karl Francis Hettinger |
| James Woods | Gregory Ulas Powell |
| Franklyn Seales | Jimmy Lee ''Youngblood'' Smith |
| Ted Danson | Det. Ian James Campbell |
| Ronny Cox | Det. Sgt. Pierce R. Brooks |
| David Huffman | Dist. Atty. Phil Halpin |
| Christopher Lloyd | Jailhouse lawyer |
| Diane Hull | Helen Hettinger |
| Priscilla Pointer | Chrissie Campbell |
| Beege Barkett | Greg's woman |
| Richard Herd | Beat Cop |
| Le Tari | Emmanuel McFadden |
| Richard Venture | Det. Glenn Bates |
| Lee Weaver | Billy |
| Phillip R. Allen | Dist. Atty. Marshall Shulman (uncredited) |
| Pat Corley | Jimmy's Lawyer 2 |
| K Callan | Mrs. Powell |
| Sandy McPeak | Mr. Powell |
| Michael Pataki | Dist. Atty. Dino Fulgoni |
Charismatic psychopath Greg Powell teams up with Jimmy Youngblood, a petty thief. Driving in Los Angeles in 1963, they are pulled over by Detective Hettinger and his partner, Campbell, for an illegal U-turn. Panicked, Powell kidnaps the officers and kills Campbell. Hettinger escapes, and his description of the men leads to their arrest. As both men evade prosecution with legal tricks, Hettinger is racked with guilt over his survival.
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