In 1963
Texas, convicts Robert "Butch" Haynes and Terry Pugh escape from the
state penitentiary in Huntsville, Texas. Looking for food, Terry stumbles into a house where eight-year-old Phillip Perry lives with his devout
Jehovah's Witness mother Gladys and two sisters. Butch follows and hits Terry to make him stop molesting the mother. Needing a hostage to aid their escape, Butch kidnaps Phillip. Terry and he escape and start driving north, but when Terry attempts to force himself on a half-naked Phillip, Butch shoots him knowing that sooner or later Terry will try to kill both of them. Meanwhile, Red Garnett, chief of the Texas Rangers, is in pursuit. With
criminologist Sally Gerber and
FBI sharpshooter Bobby Lee in tow, Red wants to recover Butch and Phillip before they cross the Texas border. Also, though Butch does not realize it, Red has a history with him. When Butch was a teenager, he stole a car, and Red was the arresting officer. Butch was living with his abusive father, also a criminal, at the time. Due to his age and it being his first offense, Butch was supposed to get a lenient sentence. Red, however, convinced himself that prison would straighten Butch out, and asked the judge to give the young man a harsh sentence. Years later, Red realizes that the harsher sentence only made Butch into the criminal he feared he would become. Phillip never participated in
Halloween or
Christmas celebrations due to his religion. Escaping with Butch, however, Phillip experiences a freedom that he finds exhilarating, as Butch allows him the kind of indulgences he has been forbidden, including the wearing of a shoplifted
Casper the Friendly Ghost costume. Phillip becomes increasingly aware of his surroundings, and with encouragement from Butch, begins to learn how to make independent decisions on what is wrong and right. Butch finds himself drawn into giving Phillip the kind of fatherly presence he himself never had. Butch and Phillip try to reach
New Mexico, but discover that the highway they are driving on is unfinished. While asleep in their car in a cornfield, they encounter farmer Mack and his family - Lottie his wife, and his grandson Cleveland. Mack frequently abuses Cleveland, which Butch tries to tolerate, but when Mack discovers who Butch is, Butch puts a stop to the abuse. He beats Mack and plans on killing him, but Phillip picks up Butch's gun and shoots Butch in the stomach. Phillip walks out of the house, drops the gun into a well, throws the car keys away, and runs across a meadow. Butch follows, and rests at the tree Phillip climbed. Phillip apologizes for shooting Butch, who tells him he did the right thing. Red's team surrounds the field where Phillip and Butch are situated, and Butch sends the boy to his mother, who arrived by helicopter and to whom Butch has made promise to take Phillip
trick-or-treating every year. Unwilling to leave the already wounded Butch, Phillip runs back and hugs him – a gesture, which along with his knowledge of who Butch is, convinces Red that he can resolve the situation peacefully. His plans are thwarted, however, when Bobby Lee, mistaking one of Butch's gestures to mean he is about to draw a gun, shoots him in the chest, killing him. An enraged Red punches Bobby Lee and Sally knees him in the groin before walking away. Phillip is then reunited with his mother, and they leave in a helicopter with Phillip holding Butch's most prized possession, a postcard from
Alaska, where he had hoped to find his own father. ==Cast==