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Henry Lloyd Moon (Nicholson) is a third-rate outlaw in the late 1860s; a convicted bank robber, horse thief and cattle thief. He is sentenced to be hanged in Longhorn, Texas, to the glee of the locals who gather to watch his execution. A local ordinance dictates that a man condemned of any crime other than murder may be freed, if a lady will marry him and take responsibility for his good behavior. Well aware of the ordinance, many of the townswomen scrutinize Moon as he mounts the gallows.

An elderly woman offers to marry him, but dies on the spot immediately. As Moon is dragged back to the gallows, Julia Tate (Steenburgen)—a headstrong, genteel Southern virgin—agrees to marry and take charge of him. She weds Moon, intending only to use him as labor in a secret gold mine under her property. This evolves into a shaky partnership as he gains her trust, then develops into much more.

The local sheriff's deputy (Lloyd) repeatedly accuses Moon of stealing "his" girl, although there is no evidence that Julia ever had any interest in the deputy, and it was she who offered marriage to Moon. Moon's old gang complicates matters when they arrive at Julia's home and introduce the teetotalling Julia to intoxicating beverages. They discover that Julia and Moon are successfully mining gold. Moon schemes to betray Julia and steal the gold, but a cave-in at the mine changes the nature of their relationship.

• Jack Nicholson – Henry Lloyd Moon
• Mary Steenburgen – Julie Tate
• Christopher Lloyd – Deputy Towfield
• John Belushi – Deputy Hector
• Richard Bradford – Sheriff Kyle
• Veronica Cartwright – Hermine
• Jeff Morris – Big Abe
• Danny DeVito – Hog
• Tracey Walter – Coogan
• Luana Anders – Loretta Anderson
• Lucy Lee Flippin – Diane Haber
• Ed Begley Jr. – Whitey Haber
• Lin Shaye – Parasol Lady

The film was co-written by John Herman Shaner and produced by Harry Gittes, both longtime friends of Jack Nicholson from his early days in Hollywood.

It is the film debut of Mary Steenburgen, who had been a waitress in New York hoping to break into acting and after being turned down repeatedly for film roles; it launched her career in Hollywood. Christopher Lloyd, who worked with Nicholson on One Flew Over the Cuckoo's Nest, plays Deputy Towfield. Lloyd and Steenburgen reunited 12 years later as love interests in another western-comedy, Robert Zemeckis' Back to the Future Part III.

This was John Belushi's second film after having been a Saturday Night Live cast member for several years. This film was shot and released after National Lampoon's Animal House in July 1978.

It was the second of three films directed by Nicholson, the first was 1971's Drive, He Said and the third was the Chinatown sequel The Two Jakes, released in 1990. This marks the first film in which Nicholson appears as the primary actor while directing. He does not appear in Drive, He Said, but did star in and direct The Two Jakes.

It was not a hit upon release in 1978 with critics or audiences. On Rotten Tomatoes it has an approval rating of 71% rating based on 14 reviews. On Metacritic, it holds a 52 score based on 9 reviews, indicating "mixed or average reviews."

Mary Steenburgen earned a nomination for the Golden Globe Award for New Star of the Year – Actress.