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A train robbery in 1956 resulted in the imprisonment of Harry Doyle (Lancaster) and Archie Lang (Douglas), two seasoned train robbers who have been in prison for over three decades. They are released from jail after serving their sentence and must adjust to their newfound freedom. When Harry and Archie are picking up their prison checks at a bank, they witness a robbery attempt and realize that they still have some zing in their bellies. With the help of a 20-year-old aerobics teacher, Archie, who spent his prison term puffing himself up, quickly becomes proficient. For his part, Harry is confined to a nursing home, where he will likely die. They are both filled with animosity— Archie for having to endure a degrading job as a busboy, and Harry for having to deal with dismissive views toward senior persons in their community. They have now returned to what they are most comfortable with. Following their successful robbery of an armored car, they decide to rob the identical train that they robbed thirty years previously.