After serving thirty years in prison for a failed train robbery, partners Archie Long and Harry Doyle are released from prison, and giddily plan to visit members of their old gang. When Archie comes upon a newspaper vending machine, he defies Harry, who insists they are respectable citizens now, by forcing it open and stealing a newspaper. As they read the front page, they notice that the “Gold Coast Flyer,” the train they tried to rob thirty years earlier, is being retired. Its last run will occur in one week, but the ex-convicts are annoyed that they are not named in the article in connection with their robbery attempt. Soon, their probation officer, Richie Evans, interrupts, and flatters them by observing that they represent a dying breed. As Richie leaves to get his car, an elderly stranger, Leon B. Little, shoots at the partners, but misses. As Leon scrambles looking for his glasses, the partners escape. When they find Richie, Archie insists on driving, although he finds the latest car technology annoying. At the police station, Sergeant Deke Yablonski is not happy about learning to do payroll on a computer, he would rather track recently released convicts like Archie and Harry whom he sent to prison. At a bank, Archie and Harry notice the wall-mounted surveillance cameras. Harry has no current photo identification, and shows a bank officer a personal photograph instead. Suddenly, two thugs attempt a bank robbery. Harry wrestles the gun from one robber, but Archie persuades him not to shoot the man to avoid ruining his double-breasted suit. Afterward, Richie compliments the men on their grace under pressure, and the bank officer cashes Harry’s check without I. D. At his office, Richie explains the rules of parole. He gives Archie a job assignment and a voucher for a welfare hotel. Harry is given lodging at the Golden Sunset Retirement home, and will receive a monthly social security income of $435. Harry does not like the idea of retirement at all, but Richie says retirement is mandatory for seventy-year-olds. The rules also state that ex-convicts cannot fraternize for three years. Later, Richie’s boss reminds him that he is not to play favorites with Archie and Harry. If they violate parole, they are to be sent back to prison. Archie walks into Mickey’s bar, an old hangout, and leaves when he realizes it is now a bar for homosexuals. Harry meets Archie outside just as Leon B. Little appears with his shotgun, and orders the friends to walk into an alley. Harry and Archie maneuver the poor-sighted Leon into an open manhole, but they are still unable to figure out who Leon is, or the reason for his vendetta. On the way to the retirement home, a street gang tries to collect money from the ex-convicts, but Archie and Harry diffuse the situation with a few well-placed punches. Once they reach their destination, Archie is convinced that Harry will be running the place within a week. As the friends say goodbye, Archie senses that Harry is sinking into a depression. At the police station, Sgt. Deke Yablonski tries to convince the captain that Archie and Harry will revert to their life of crime. The captain orders Yablonski to get back to record keeping, and forget about sending the crooks back to prison. At the retirement home, Harry does not like the food, and starts a mutiny. Working at a yogurt shop, Archie hates waiting on difficult customers, and dumps yogurt on a boy’s head. Harry meets up with Belle, a former showgirl, and resident aerobics instructor. She invites him to visit and reminisce. Archie is fired, and heads to Tunney’s Gym to work out. However, the former boxing gym is now an aerobics studio, and he has difficulty acclimating to the unfamiliar equipment. Archie is interested in the manager, a pretty blonde named Skye. She invites him to go dancing later in the evening, and he buys himself a new outfit to impress her. Harry takes Belle on a date to a favorite nightclub still in existence. As they dance to standards, Archie is elsewhere, shaking and grinding with Skye to the music of the rock band, Red Hot Chili Peppers. Later, Richie Evans gets Archie a new job as a bus boy at a restaurant. Deke Yablonski visits Archie at the restaurant, and taunts him about his financial circumstances. Archie soon becomes frustrated with demanding customers and quits. Later, he tires of Skye’s constant partying and breaks up with her. Both he and Harry hear a television news report about the end of the Gold Coast Flyer service. Yablonski surprises Harry at a local bar and warns that Harry will slip up, and when that happens, he will be waiting to arrest him. Harry is too drunk to hit Yablonski, but Archie appears and punches the sergeant instead. Harry falls asleep drunk and Archie puts him to bed. In the morning, they decide retirement does not agree with them. They round up old gang members Jimmy Ellis, “Philly the Mouse,” and Dick Schultz. Leon B. Little resurfaces and demands that Richie Evans tell him where he can find Archie and Harry, but Richie plays dumb. Leon discovers the information in Richie’s file cabinet, and takes him hostage. After paying a visit to Dick Schultz, the ex-convicts find that he is suffering from dementia, and complain that their cronies have either become crippled or crazy. Elsewhere, the captain demands that Yablonski stop his surveillance or run the risk of early retirement. Leon B. Little and Richie Evans show up at Belle’s apartment looking for Harry. On the street, Archie and Harry lament that it is impossible to rob a bank without a gang, and decide to rob an armored car. As part of the heist, Harry pretends to have a heart attack. A guard falls for the ruse, and the ex-convicts steal his weapon and the armored car. In an industrial section of town, they realize the armored car contains no cash, only a roll of quarters. When a news report points out that they screwed up the heist, Archie wants to steal the Gold Coast Flyer and ride it to Mexico, going out in a “blaze of glory.” Harry rejects the foolish plan. Meanwhile, Leon B. Little becomes impatient waiting for Harry and Archie. He leaves the apartment, taking Richie and Belle as hostages. Yablonski shows up at the retirement home and is told that Little is in an apartment with a gun. He investigates as Little spies Archie and Harry on the street and starts shooting. The ex-convicts duck to avoid being shot. Richie punches Little, who loses his glasses as he falls. Harry, Archie and Richie use Yablonski’s car to escape. Hidden from police, Archie tries to persuade Richie to help him steal the Gold Coast Flyer. Richie refuses to become a criminal, and Archie drives off in Yablonski’s car, then parks it on the track, blocking the path of the Gold Coast Flyer. As the train stops, Archie grabs his rifle and warns the conductor a robbery is in progress. Harry pops up and sticks a gun in the conductor’s face. The train is full of reporters, and the ex-convicts stop to have their photographs taken and give interviews. Leon B. Little interrupts the proceedings, claiming an associate, Vinnie Mendelman, put out a contract on Archie and Harry in 1956. Little waited thirty years to get the job done. As police surround the train, Harry and Archie persuade Little to team up with them until the conflict is over. Yablonski addresses them through a bullhorn, and Harry agrees to hear what he has to say. Yablonski, who plans to join them on the train, warns that they may not come out alive. The journalists are freed, but Richie Evans boards the train in disguise, and starts the engine. Although police open fire, the train pushes aside Yablonski’s car, and starts down the track. Yablonski follows the train in a helicopter, and informs the robbers that the track ends before it reaches Mexico. The ex-convicts push Leon B. Little out of the caboose and he lands in a river. Archie asks Richie to jump onto the roof of the last car, then detaches it, and reminds Richie that he is not a criminal. If police give him a hard time, he should insist he was coerced. Police scramble as the train barrels past the end of the track, and comes to rest on Mexican soil. Yablonski laughs at their audacity, and tells the helicopter pilot to take him home. Harry and Archie jump off the train. As armed Federales surround them, Archie and Harry talk their way out of a tough situation with a few well-placed kicks to the groin.