In Arkansas, during The Great Depression, Bertha Thompson (Barbara Hershey), just barely into adulthood, is forced to leave home after her father dies in a tragic accident. She meets Big Bill Shelly (David Carradine), a labor organizer who also rides the rails. They fall in love but have to part. In her wanderings, Bertha hooks up with Rake Brown (Barry Primus), a roving gambler and Con Man. When Bertha and Rake meet up with Bill by chance, the trio bands together with another drifter, Von Morton (Bernie Casey), to commit a string of train robberies, which Bill views as a political statement against capitalist corruption, but also provides them money at a time when few people had it. Once their crimes draw the attention of Railroad Baron Sartoris (John Carradine), Bertha is forced to go on the run again, and ends up working in The Oldest Profession. But she'll get one more chance to be with Bill.
Scorsese's second feature film, and his first for a Hollywood studio, a Bonnie and Clyde knockoff seems like a bit of Early-Installment Weirdness for him. But he considers it an important moment in his career, since doing an exploitation film under the wing of Corman gave him a chance to perfect the filmmaking techniques he would later use on more personal films. It was also on the set of this film that Barbara Hershey introduced him to the Nikos Kazantzakis novel The Last Temptation of Christ.
This film contains examples of:
- Action Girl: Bertha proves to be quite handy with a gun.
- All Girls Want Bad Boys: The basis of Bertha's attraction to Bill.
- Anachronism Stew: Scorsese seems like he was trying to avoid a Present-Day Past feel, but there's definitely a Cool People Rebel Against Authority vibe that dates it to the Vietnam era. Also, while she gives a good performance, Barbara Hershey at times looks more like a 1972-vintage fashion model than a woman of The Great Depression. On the other hand, John Carradine's character comes across more like a Victorian Era tycoon than someone from the 20th century.
- Anti-Hero: As you'd expect from this type of film, the leads are sympathetic despite being criminals.
- Based on a Great Big Lie: It's an adaptation of the 1937 book Sister of the Road: The Autobiography of Boxcar Bertha, and the opening of the film states that it's based on the Real Life story of Bertha Thompson. In fact, Bertha Thompson didn't exist, and the book was a fictional work by Ben Reitman, a longtime doctor and political activist, and Bertha was a composite of several women he knew.
- Big Applesauce: Rake is from New York and has a thick accent, which he tries to hide to not arouse suspicion from the Southerners he deals with.
- Black Dude Dies First: Averted with Von. Instead Rake is the first to get killed.
- Captivity Harmonica: What leads Bill to notice that the guy on the other side of the holding cell is his old friend Von, the harmonica player.
- Chekhov's Skill: Von's harmonica music allows Bertha to find him again toward the end of the film.
- Conversation Cut: Bertha is screwing with two railroad goons. She's having fun telling them repeatedly to "Stand up!" and "Sit down!" Her last "Stand up!" is followed by a cut to Sartoris telling those two same goons to "Sit down!" as he demands a briefing on the robbery.
- Creator In-Joke: The closing credits list "Chicken Holleman" as "M. Powell" and "Grahame Pratt" as "Emeric Pressburger". No such characters are in the film; it's just Scorsese doing a Shout-Out to his favorite filmmaking team.
- Creator Cameo: A beardless Martin Scorsese as Bertha's john at the brothel who offers her extra money to spend the night with her.
- Dramatic Gun Cock: The engineer doesn't realize his train is being robbed until Von sneaks up behind him and cocks his shotgun.
- Hobos: The gang meets plenty of them on their travels.
- Hooker with a Heart of Gold: Bertha fits this type when she starts working at the brothel.
- Just Like Robin Hood: How Bill sees the robberies.
- The Magic Poker Equation: A craps variant. Bertha rolls dice and rolls a nine four times in a row, and what's more, she rolls the same combination every time, a six and a three.
- Messianic Archetype: Not even subtle about portraying Bill this way. In one scene the gang hides out in an abandoned Nazarene church, and Bill stands in front of a painting of Jesus. Then, the film ends with the railroad goons nailing Bill's hands to a boxcar.
- Ms. Fanservice: It's a Roger Corman film from The '70s with a gorgeous lead actress, so, yes, Bertha gets nude scenes.
- No Ending: Bertha is horrified by Bill's death, and chases the train he's been nailed to.
- Non-Indicative Name: Bertha is petite and waifish, rather than the rotund type usually associated with that name.
- Outlaw Couple: Bertha and Bill, but also Bertha and Rake when they traveled together.
- Railroad Baron: Sartoris is a ruthless version of this.
- Scary Black Man: Von is more of an Affably Evil type, but when he needs to, he can get vicious.
- Spiritual Successor: Corman intended it as a follow-up to his earlier Bloody Mama.
- Video Credits: Done at the start of the film, like something out of The Golden Age of Hollywood.
- Whole-Plot Reference: Besides the obvious similarities to Bonnie and Clyde, it also can be taken as an allusion to The Wizard of Oz, with Bertha as Dorothy, Bill as the Scarecrow, Von as the Tin Woodsman, and Rake as the Cowardly Lion.