
106 minutes
12/20/1969
In turn-of-the-century Mississippi, an 11-year-old boy comes of age as two mischievous adult friends talk him into sneaking the family car out for a trip to Memphis and a series of adventures.

Steve McQueen
as Boon Hogganbeck

Sharon Farrell
as Corrie

Ruth White
as Miss Reba

Michael Constantine
as Mr. Binford

Clifton James
as Butch Lovemaiden

Juano Hernández
as Uncle Possum

Lonny Chapman
as Maury McCaslin

Will Geer
as Boss

Rupert Crosse
as Ned McCaslin

Mitch Vogel
as Lucius

Diane Ladd
as Phoebe

Ellen Geer
as Sally

Allyn Ann McLerie
as Alison

Charles Tyner
as Edmonds
Vinnette Carroll
as Aunt Callie

Diane Shalet
as Hannah
Pat Randall
as May Ellen

Dub Taylor
as Dr. Peabody
Lindy Davis
as Otis

Shug Fisher
as Cousin Zack

Raymond Guth
as Uncle Ike

Logan Ramsey
as Walter Clapp

Jon Shank
as Joe Poleymus
Gloria Calomee
as Minnie

Sara Taft
as Sarah
Vinnette Carroll
as Aunt Callie (as Vinette Carroll)

Lou Frizzell
as Doyle

John McLiam
as Van Tosch

Roy Barcroft
as Ed (The Judge)
R.N. Bullard
as Patron
Ogden Talbot
as Man with Derby
Michael Hinn
as Joe Dobbs
Bert Conway
as Billy Hebb

Billy Green Bush
as Patron
John J. Fox
as Heasley

Owen Bush
as Pete Hyde

James Rawley
as Paul Hart
Al Hopson
as Al Boyce
Wes Fuller
as Bobo
Ella Mae Brown
as Mrs. Possum
Florence St. Peter
as Mary Possum

Jim Goodwin
as W.J. Garver

Burgess Meredith
as Lucius / Narrator (voice)