One day in rural Northern California, scruffy strangers Francis Lionel Delbuchi and Max Millan meet while hitchhiking on a quiet highway. At first the older, bespectacled Max rejects Francis’ overtures of friendship and seems indifferent to his clowning. When Francis offers a match to light Max’s cigar, however, Max relaxes, and the next day, the two end up in a diner after hitching a ride with a woman farmer. Though he knows little about his new companion, Max asks Francis to become his partner in a carwash he plans to open in Pittsburgh with money saved during six years of incarceration at San Quentin Penitentiary. The fun-loving Francis, who has been at sea for five years, accepts Max’s offer and allows him to call him “Lion,” a nickname Max deems appropriately masculine. After revealing that the ribboned box he is carrying contains a child’s lamp, Lion tells Max that he needs to stop in Detroit on their way to Pittsburgh so that he can give the lamp to his five-year-old child, whose sex he does not know. Lion confesses that he left his wife before the child was born but has been sending his savings to her as compensation. Although Max threatens to break Lion’s back if he ever crosses him, he agrees to stop in Detroit after they visit Denver, where Max’s sister Coley lives. Later, Max and Lion are thrown out of a restaurant where they had been washing dishes after Max starts brawling with another employee. When Lion gently accuses Max of having a bad temper, Max reveals he served time for assaulting his lover’s husband. That night in a rundown hotel room, Lion tells Max his theory that scarecrows are effective not because they scare crows, but because they make crows laugh. Max, who always wears layers of threadbare shirts and sweaters, calls Lion crazy but admits that he befriended him for not only giving him his last match but making him laugh as well. The next day, Max and Lion hitch a ride with a family of hippies and wind up in a bar, where a drunken woman named Darlene loudly berates Max. When Max goes after Darlene in a fury, Lion prevents the altercation with some antics, and instead of fighting, Darlene and Max end up in a hotel bed together. Later, as they head east, Max and Lion take a series of temporary jobs to make ends meet. In Denver, Max enjoys a happy reunion with Coley, a junk dealer, and flirts with Coley’s friend and business partner Frenchy. To please Max, Frenchy tries to fix him a home-cooked dinner, while Max and Lion clean up Coley’s junk-filled backyard. The meal is ruined, however, when Frenchy abandons her cooking in order to flirt with Max. As the four eat takeout chicken instead, Max talks passionately about his long-planned Pittsburgh carwash. Max spends the night with Frenchy, and the next day, asks Lion to act as a decoy while he shoplifts a birthday present for Coley at the local department store. Lion’s decoy act is so frantic, however, that Max is unable to steal anything, and the two show up empty-handed at the restaurant Coley has selected for her birthday celebration. While Frenchy and Max head for the restaurant’s dance floor, Lion tells Coley about his wife Annie and his decision to face her after his five-year absence. Like Lion, Coley expresses frustration about Max’s plan to move to Pittsburgh, where his savings account is located, instead of opening a carwash in Denver. On the dance floor, meanwhile, Frenchy encounters her sometime lover, who questions her angrily about Max. Although Max punches the lover, policemen who are dining in the restaurant quickly defuse the confrontation, and Max avoids arrest. Relieved, Max announces that he has decided to open his carwash in Denver as soon as he returns from Pittsburgh with his savings. Lion and the women are thrilled by Max’s change of heart, and Max invites the entire restaurant to celebrate with them. Later, as the group dances drunkenly outside, Frenchy’s lover resumes his fight with Max, and Max ends up slugging a policeman and instigating an all-out brawl. After Max and Lion are arrested and sentenced to six months at the county work farm, Max blames Lion for their troubles. Although Lion rejects Max’s accusations, Max turns his back on Lion, leaving him vulnerable to the manipulations of trustee Jack Riley. To impress Lion, Riley bribes a guard to give Lion an easy work detail and send Max to toil in the pig sties. When Riley attempts to seduce Lion one night, however, Lion rejects him forcefully and is beaten. Bloody and bruised, Lion calls out for Max, who comforts his friend and later pummels Riley in retaliation. Soon after, Lion and Max are released, and at a bar, Max stops himself from fighting with a patron and performs a comical striptease instead, removing his many shirts and sweaters one by one. The two then hop a train to Detroit and head for Annie’s house. Terrified, Lion calls Annie from a phone booth and takes Max’s advice to own up to his mistakes and plead for forgiveness. As her five-year-old son plays next to her, the now remarried Annie yells at Lion for abandoning her and lies to him that she lost their child, a boy, when she was eight months pregnant. Although devastated by Annie’s claim that their child’s soul is in limbo because he died without being baptized, Lion hangs up and gleefully informs Max that he has a son. Lion’s happy act soon dissolves when at a public fountain, he falls into a trance and carries a young boy with whom he had been playing into the freezing water. Max rescues the pair, and Lion is hospitalized in a catatonic state. After the doctor tells Max that Lion will need months of treatment, Max reassures Lion that their partnership is still solid. Max then goes to the train station and uses the last of his cash to buy a round-trip ticket to Pittsburgh.