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When sailor Larry Meadows (Randy Quaid) is sentenced to eight years in a New Hampshire prison, Navy lifers Billy Buddusky (Jack Nicholson) and Mule Mulhall (Otis Young) are assigned to escort him there from Virginia. Along the way, they warm up to their prisoner, indulging him in small ways such as making excursions to a brothel, and to his mother's house. As they get closer to their destination, their fondness for Larry makes it harder for them to execute their orders.