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Old-time train robbers Harry Doyle (Lancaster) and Archie Lang (Douglas) are two men who have been in prison for 30 years. They took over a train in 1956 and have been in prison ever since. As soon as they finish their sentence, they're out of prison and must figure out how to live on their own again. When Harry and Archie go to a bank to get their prison checks, they foil a robbery attempt. This shows that they still have a sense of humor. It's easy for Archie, who spent his time in prison pumping up, to pick up a 20-year-old aerobics teacher. It's not so good for Harry, though. He has to spend all of his time at the nursing home. Both Archie and Harry have resentments that have been bubbling up for a long time. Archie was humiliated by his job as a busboy, and Harry was made to feel like a second-class citizen because he was older. Old friends finally go back to what they know best. It worked out well for them to rob an armored car, so they decide to rob the same train they robbed 30 years ago.