David Carradine stars as a World War I veteran-turned-con man who signs up for a cross-country motorcycle race. Most of the film was shot in Oklahoma. 

In a scene reminiscent of the one in Stand By Me, Charlie and his buddy Floyd (LQ Jones) try to outrun a train while crossing a trestle and make a narrow escape. This scene was shot on the Sierra Railroad in northern CA, using Sierra's #28. This is likely the Black Oak Trestle, located on private property to the east of Standard, CA.