Oklahoma, 1893. After the Dalton Gang was partially wiped out in Coffeyville , Kansas, and after their many years together, the outlaw gang led by Bill Doolin (Burt Lancaster) and Bill Dalton (Scott Glenn), who had given up robbing trains and moved on to robbing banks, is about to disband. But when two teenage girls filled with the romance of stories about outlaws in the West, on a quest to meet and join up with them, show up, the gang is revived.

The girls find a shadow of the former gang. The outlaws are the demoralized remnants of the "Doolin-Dalton gang", led by Bill Doolin. Although disappointed, Anna Emmaline McDoulet, or "Cattle Annie" (Amanda Plummer), shames and inspires the men to become what she had imagined them to be. The younger sister (but historically not a relative) Jennie Stevens or "Little Britches" (Diane Lane) finds a father figure in Doolin, who in the story line coined her nickname "Little Britches".

Jenny and Annie help the men plan a series of robberies, but this new activity draws the interest of a vigorous lawman, U.S. Marshal Bill Tilghman (Rod Steiger), who is determined to bring them all to justice.

Doolin's efforts to live up to the girls' vision of him lead him to be carted off in a cage to an Oklahoma jail, where he waits to be hanged. With the help of the girls and the gang, Doolin escapes and rides off to safety with his men. The girls are triumphant, but they cannot escape vigilant Marshal Tilghman and are sent back East to the reformatory in Framingham, Massachusetts.

A 1981 American Western film directed by Lamont Johnson, produced by Rupert Hitzig, Alan King and David Korda, adapted for the screen by David Eyre and Robert Ward, based on Robert Ward's book of the same name, cinematography Larry Pizer, starring Burt Lancaster, John Savage, Diane Lane, Amanda Plummer, Rod Steiger, John Savage, Buck Taylor, and Perry Lang. Screen debut appearances for Amanda Plummer, daughter of Tammy Grimes and Christopher Plummer, and Steven Ford, the son of former U.S. President Gerald Ford. Final screen appearance of Judy Nugent. She played the uncredited girl on horse riding into lake.

Hollywood legends Burt Lancaster and Rod Steiger make their only joint film appearance.

Burt Lancaster's final Western film.During production, Lancaster had hepatitis and collapsed from a mild heart attack due to a bile duct blockage. According to his daughter, Joanna, who was on set, they returned to Los Angeles and an ambulance met them at the airport. It was 105 °F (41 °C) in temperature, and the ambulance broke down on the way to the hospital. "He got out and pushed,” she recalled. “I couldn’t get him to behave.

Filmed in 1979, John Wayne had been offered this atmospheric twilight western in 1978, but said he felt too ill.The cast and crew were filming at John Wayne's ranch in Durango, Mexico, when it was announced that the veteran star had died in Los Angeles. They held a one-minute silence in his honor.

Cattle Annie and Little Britches were two real-life adolescent girls in late 19th-century Oklahoma Territory, who became infatuated with the Western outlaws they had read about in Ned Buntline's stories, and left their homes to join the criminals. Cattle Annie and Little Britches were convicted as horse thieves and sentenced to serve their time back East, at the Farmington Reform School, in Massachusetts. Little Britches was released early, for good behavior, in October 1896, with Cattle Annie following 18 months later, in April 1898.

The real William Tilghman wrote, directed and appeared in the film "Passing of the Oklahoma Outlaws" (1915).

This oater was favorably reviewed by critic Pauline Kael in The New Yorker, "The cinematography [by Larry Pizer] is vivid … the colors are strikingly crisp and intense. The dialogue and most of the incidents have a neat, dry humor. It's a wonderful, partly true story … there are some wonderful performances. As Bill Doolin, Lancaster (who made the film before Atlantic City) is a gent surrounded by louts — a charmer. When he talks to his gang, he uses the lithe movements and the rhythmic, courtly delivery that his Crimson Pirate had when he told his boys to gather round. In his scenes with Diane Lane, the child actor who appeared in New York in several of Andrei Serban's stage productions, and who single handedly made the film A Little Romance almost worth seeing, Lancaster has an easy tenderness that is never overdone. Lancaster looks happy in the movie and still looks tough: it's an unbeatable combination. Young Amanda Plummer gives a scarily brilliant performance".

William Doolin (1858–96) was the leader of an outlaw gang called The Doolin-Dalton Gang, The Wild Bunch, and The Oklahoma Long Riders (from the long dusters they wore).

This moving account of the last days of Bill Doolin's gang and the teen girls who joined them is an enjoyable, utterly charming, old-fashioned family Western. This sleeper is ready to be discovered, and is one to savor.