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| Steve McQueen | Boon Hogganbeck |
| Rupert Crosse | Ned McCaslin |
| Mitch Vogel | Lucius McCaslin |
| Sharon Farrell | Corrie |
| Will Geer | Boss |
| Michael Constantine | Mr. Binford |
| Lonny Chapman | Maury McCaslin |
| Juano Hernandez | Uncle Possum |
| Clifton James | Butch Lovemaiden |
| Ruth White | Miss Reba |
| Dub Taylor | Dr. B.F. Peabody |
| Allyn Ann McLerie | Alison |
| Diane Ladd | Phoebe |
| Ellen Geer | Sally |
| Shug Fisher | Cousin Zack |
| Logan Ramsey | Walter Clapp |
| John McLiam | Van Tosch |
| Roy Barcroft | Ed |
| Lou Frizzell | Doyle |
In Mississippi at the turn of the 20th century, 11-year-old Lucius McCaslin embarks on a journey he will remember for years to come. When Lucius' grandfather, Boss, buys an automobile, local handyman Boon chomps at the bit to get behind the wheel. He gets the chance when Boss takes the train on an out-of-town trip. Approaching the impressionable Lucius, Boon is able to talk the youngster into a road trip with him and his friend Ned .
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