Cleavon Little plays an escaped black convict who ends up being given the poison chalice job of the new Rockridge Sheriff by scheming railroad developer and politician Hedley LaMarr (Harvey Korman). Notionally sent in to protect the ungrateful Rockridge community from marauding gangs, his only ally turns out to be alcoholic former gunslinger The Waco Kid (Gene Wilder). Though initially expressing racial prejudice the townsfolk eventually adopt the Sheriff to help them outwit Hedley LaMarr, deciding to construct an exact replica of their town to fool the invading posse. The film descends into postmodern chaos as the action spills out of the film set into wider Hollywood.

Peter Bogdanovich directs this comedy drama set during the Great Depression. At her mother's funeral nine-year-old Addie Loggins (Tatum O'Neal) meets Moses Pray (Ryan O'Neal), a man who many of the locals suspect of being her long-absent father. Although he denies the allegations, Moses is persuaded to take Addie to her new home with her aunt in Missouri. Along the way, the young orphan discovers that Moses is a travelling conman who preys on recently widowed women by selling them a personalised Bible. The pair form a formidable partnership after Addie demonstrates a natural talent for confidence tricks and joins Moses on the road to execute his scams. But their success and friendship is threatened when Moses becomes fascinated with an exotic dancer named Trixie Delight (Madeline Kahn), leaving Addie to devise a plan to bring him back to his senses.