Sexually abused as a young girl, Kate “Ma” Barker (Shelley Winters) grows into a violently powerful woman by the 1930s. She lovingly dominates her grown sons, and grooms them into a pack of tough crooks. The boys include the cruel Herman (Don Stroud), who still shares a bed with Ma; Fred (Robert Walden), an ex-con who fell in love with a fellow prisoner; and Lloyd (Robert De Niro), who gets high on whatever’s handy. Together they form a deadly, bizarre family of Depression-era bandits.

When two troublemaking female prisoners (one a revolutionary, the other a former harem-girl) can’t seem to get along, they are chained together and extradited for safekeeping. The women, still chained together, stumble, stab, and cat-fight their way across the wilderness, igniting a bloody shootout between gangsters and a group of revolutionaries.