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Upstanding widower "Big Eli" Wakefield (Burt Lancaster) decides to move from Kentucky further west to Texas. He undertakes the journey with just his young son "Little Eli" (Donald MacDonald), but en route they pick up friends like indentured servant Hannah (Dianne Foster) and schoolmarm Susie (Diana Lynn), a potential love interest. This motley crew's path is difficult, and they face many obstacles, not the least of which is nasty frontiersman Stan Bodine (Walter Matthau). Wikipedia