This film stars Jane Fonda as Cat Ballou, a young schoolteacher forced into action when her father is killed. 

Opening scenes were filmed at the huge old western town sets at Warner Brothers Studios Burbank, which were eventually scaled down to just "Laramie Street" and demolished altogether in the early 2000s. 

As we flashback to the start of the story, we start on a train where we see an escape attempt by Clay Boone (Michael Callan). 

Scenes on Frank Ballou's farm were shot at Frontier Joe Frontier Town & Railroad in Cañon City Colorado. This western town set and theme park was active for many years until being bought up by billionaire Bill Koch. He moved everything offsite to his own personal ranch and constructed his own private western town. 

Later, we get some great train traveling shots as Great Western RR #51 rumbles by the Arkansas River near Royal Gorge, CO. After its career for Great Western in Colorado, the engine went to the Yakima Valley Rail & Steam Museum in Washington State for a number of years (now the Northern Pacific Railway Museum in Toppenish). It was eventually sold to the Fillmore & Western Railway in California where it ran for years before being sold to private ownership. Now it resides at the Hudson Terminal Railroad in CO where it sees occasional use. Today, the Royal Gorge Railroad operates a scenic diesel-led train out of Cañon City following a similar route. 

As our heroes attempt to make an escape, we get some great shots of the engine as well as Colorado Southern Baggage Combine #534 & Coach #902 and an unidentified SCRR caboose. 

After the escape, we see the train pull into a depot where they spread the word in town and form a posse. 

Then we get to see more of the actual western town set at Frontier Joe as the posse rides off. 

The end of the film is once again back at Laramie Street on the Warner Brothers lot.