In San Francisco, California, in 1989, Federal Bureau of Investigation (FBI) Special Agent John Buckner is assigned by his boss, Stark, to take custody of Huey Walker, an antiwar movement leader who escaped the FBI twenty years earlier and went “underground” until an anonymous telephone caller turned him in. Stark informs John that Huey is being held on a trumped-up charge for “flight from prosecution,” which carries a long sentence, but Huey must pay for making the FBI look foolish. Buckner’s job is to transport Huey from the local jail to Spokane, Washington, where the fugitive was originally charged. John Buckner warns Huey that he is authorized to shoot him if he tries to escape. Because Spokane is “fogged in,” they must take an overnight train. John’s fellow agent, Phil Prager, instructs him that during a two-hour stopover in Marsden, Oregon, he can turn Huey over to the sheriff and take a nap. On the train, the young, uptight John Buckner is contemptuous of the older, free-wheeling Huey Walker, telling him that his father died fighting in Vietnam, while Huey and other “flower children” were “wiping your asses” with the American flag. Huey makes fun of John’s abstinence from liquor and strict diet supplemented with vitamin tablets. While they play chess, Huey convinces John that he slipped the hallucinogen LSD into his glass of mineral water, and the effects will “kick in” any moment. Using sleight of hand, Huey also changes the positions of chess pieces and alters the hands on John’s wristwatch. John knocks Huey to the floor and decides to drink coffee, but Huey explains that only a “downer,” especially tequila with “a beer chaser,” can kill the effects of LSD. John tries a few sips and becomes quickly inebriated. Stealing John’s wallet, Huey pays “Sparkle,” a free-spirited Russian passenger, to seduce the agent, while Huey shaves, trims his hair, and dons John’s clothing. Arriving in Marsden, Huey identifies himself to Sheriff Rand Hightower as Agent Buckner and gives him temporary custody of the drunken “Army deserter.” Entering a nearby nightclub, Huey calls an old friend about publishing his memoirs, but he is told that his arrest only made the back page of the newspapers and nobody cares. Dejected, Huey sits at the bar next to Hal Crescinhan and Barry, two older men who complain how everything has gone downhill since the 1960s. Huey introduces himself as John Buckner and asks if they remember Huey Walker. Both men light up, remembering how Huey uncoupled U.S. Vice President’s Spiro Agnew’s train car during a speech and made him look like a fool in front of thousands of people as the train left without him. Huey is still their hero, and they are outraged by his arrest. Meanwhile, deputies infuriate a prisoner named “Studie” by revealing that his barely conscious cellmate is an Army deserter. After Studie kicks and chokes him, John calls Sheriff Hightower “a disgrace” for allowing him to be brutalized. Hightower punches John in the jaw, and a deputy shoves his face into a toilet. When Agent Prager telephones the sheriff from San Francisco to ask why Agent Buckner has not contacted him, Hightower glances at the FBI paperwork and notices that Huey Walker is supposed to be forty-nine years old, while his prisoner is half that age. Meanwhile, Huey drops John’s wallet and badge on the floor of the club, and after he leaves, Hal and Barry throw a blanket over his head and push him into the trunk of their car. Hightower, who is running for Senator, offers to help John Buckner get Huey back if he forgets the jail beating, but the straight-arrow agent refuses. At that moment, Hightower gets an anonymous telephone call from Hal and Barry, who want to trade their agent hostage for Huey Walker. They agree to meet at both ends of a one-lane country bridge. John asks Sheriff Hightower for a gun and a set of handcuffs, and they drive to the bridge. Hal and Barry arrive at the other end. As they send Huey walking across the bridge, John approaches from the other end. Realizing that John is too young to be Huey, Hal and Barry flee, leaving John to re-arrest the real Huey. When John orders Hightower to drive them straight to Spokane, the sheriff pulls his gun and takes away John’s weapon. Realizing Hightower plans to kill them, John hits the sheriff, pushes Huey into the creek below, and leaps after him. The rapids pull them downstream, and as soon as they get out of the water, John puts handcuffs on his prisoner. Walking through the woods, Huey confesses being the one who telephoned his location to the FBI, because he figured he could escape again and generate notoriety to help him sell his memoir. He admits that he did not put LSD in John’s water, but rather used legerdemain and the power of suggestion to release the wild streak hiding inside the uptight agent. To prove his point, he unlocks the handcuffs with the key he picked from John’s pocket and puts them on John with lightning speed. He says he learned sleight-of-hand while traveling with a Mexican carnival. However, being fearful of the dark forest, Huey stays close to John, who remarks that he grew up in this area. Meanwhile, when agents Stark and Prager arrive in Marsden by helicopter, Hightower informs them that John abetted Huey Walker’s escape. By early dawn, John leads Huey to an old hippie commune called Rainbow Zen, where a foreclosure sign has been posted. The camp is empty except for Maggie, who recognizes John as “Free” and embraces him warmly. John confesses to Huey that he lied about his father dying in Vietnam. His parents were actually hippies, and he grew up in Rainbow Zen, but later ran away, rebelled, changed his named from “Free” to John, and became the opposite of his parents. Maggie also recognizes Huey, and explains how his message of protest changed her life. As proof, she shows them her shrine to the 1960s, which includes a painting of Huey hanging near photographs of Malcolm X, Jimi Hendrix, and other hippie icons. She has also restored the commune’s rainbow-colored bus, “Further,” which they rode to Woodstock in 1969. She informs John that his parents, who now run a health food store in Monterey, California, would be ashamed to hear their son had arrested Huey Walker. When Maggie shows them home movies of John’s fourth birthday party, he fights back tears. Determined to help Huey reach freedom, they ride to the Marsden train station in the commune bus and find the place swarming with deputies, state troopers, and FBI agents. Maggie parks next to the station and plays an old tape of one of Huey’s speeches from a loudspeaker on the roof, while John and Huey slip through a trap door in the floor. Enlisting the aid of Hal and Barry, who create a distraction, John and Huey sneak onto the train. Agent Stark recognizes Huey’s voice on the loudspeaker and raids the bus. Discovering the trap door, he and Prager realize John and Huey are aboard the train and hurry to catch it. In the train’s mail car, Huey tries to dissuade John from becoming a fugitive, because of the loneliness. He confesses that an incompetent railroad employee, not he, unhooked Spiro Agnew’s rail car, but he took credit after the rumor reached “legendary proportions.” Suddenly, Hightower enters the mail car and shoots at them. In the ensuing gun battle, John convinces Huey to jump from the train, but after John is wounded, the fugitive returns, stops Hightower from killing John, and throws the sheriff off the train. Stark and Prager enter and Huey surrenders, but as the train goes into a tunnel, he slips off Stark’s handcuffs and escapes to a flat car loaded with propane tanks. Uncoupling the car, Huey drops away from the rest of the train. When Prager fires his gun, Huey appears to be hit. The flat car derails on a curve and explodes. Stark confesses to John that he is the agent Huey escaped from twenty years earlier, and that nobody needs to know that John was Huey’s hostage. Months later, after Hightower is sent to prison, John leaves the FBI and begins a journey on his new motorcycle. Seeing Huey’s new best-selling book at San Francisco’s City Lights Bookstore, he buys a copy, and Huey, in disguise, signs it for him. The book is dedicated to John, “a true rebel.” With his newfound wealth, Huey says he plans to get the commune out of foreclosure and live there with Maggie. He advises John to visit his parents.