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This was the first film to be released under the banner of Touchstone Pictures rather than Touchstone Films.
Harry Doyle (Lancaster) and Archie Long (Douglas) are gangsters who've served a 30-year prison sentence for hijacking a Southern Pacific train called The Gold Coast Flyer, ready to collect Social Security.
Their parole officer, Richie Evans (Carvey), who seems to be more of a fan of historically notable criminals than a representative of law enforcement, meets Harry and Archie at the gates and offers them a ride. Meanwhile, Leon B. Little (Eli Wallach), an elderly hit man with bad eyesight who still has an outstanding contract on them, greets them at the gate and immediately tries to kill them. Harry and Archie manage to get away and meet up with Richie at his car.
At Richie's office, they're informed of the conditions of their parole. Harry, at age 72, is committed to a retirement community; despite his desire to work, he's past the mandatory retirement age of 70. Archie, still allowed to work at age 67, takes a job at an ice cream parlor and later a restaurant. They're also told that they're not to have further contact with each other for at least three years.
Both are in for a shock at how much the world has changed from 1956 to 1986—clothing, sexual lifestyles (their favorite bar is now a gay club for men), lack of respect by the younger generation, and the advance of technology. Archie's young restaurant manager treats him poorly and Harry's denied proper food by a nasty orderly, and given even worse treatment by the retirement home manager.
Harry reconnects with an old flame named Belle (Alexis Smith), and reminisces about old times. Meanwhile Archie embraces the contemporary scene; listening to new wave music, asking out a much younger woman named Skye (Darlanne Fluegel) and dressing in faddish clothes. Though both their relationships go well, neither Archie or Harry seem to fit in society anymore.
Tired of trying to adjust, Harry and Archie go back to their old ways. First they try to rob a bank with the help of their old gang, but all of them are now either crippled or invalids. Then they hijack an armored truck, only to find it empty except for a roll of quarters. When the media mock them for their blunder and mistake them for younger men in masks, Archie decides to hijack the Gold Coast Flyer again as it makes its final southbound run. At first Harry refuses, but Archie decides to do it anyway with or without his help.
Archie stops the Flyer just as it's leaving the railyard and is soon joined by Harry. The media and dignitaries aboard are surprised, but Harry and Archie gladly answer their questions and pose for pictures. To their surprise, Leon arrives and tells them why he's after them: an old enemy of theirs paid him $25,000 to kill them and he has waited 30 years for them to get out of jail. Deke Yablonski (Charles Durning), the police officer who first arrested Harry and Archie, soon arrives with a full SWAT team. Richie, disguised as a SWAT officer, boards the train and starts it moving again.
Harry, Archie, Richie and Leon temporarily join forces and decide to take the train to Mexico, but unfortunately the tracks end a few feet from the border. Harry throws Leon from the cab; the hit man vows to get them even if it takes another 30 years. Archie then takes Richie back to the coaches and uncouples the train, telling Richie that if he gets into trouble to tell the police that he was kidnapped. Harry and Archie drive 4449 at full throttle through a fusillade of bullets from U.S. border police. They crash through, burying the engine partially in the soil of Mexico a few feet across the border. A Mexican border patrol arrives to arrest them. But Archie kicks the lead officer in the groin.
- Burt Lancaster as Harry Doyle
- Kirk Douglas as Archie Long
- Charles Durning as Deke Yablonski
- Alexis Smith as Belle
- Dana Carvey as Richie Evans
- Darlanne Fluegel as Skye
- Eli Wallach as Leon B. Little
- Monty Ash as Vince
- Billy Barty as Philly
- Simmy Bow as Schultz
- Darlene Conley as Gladys Ripps
- Nathan Davis as Jimmy Ellis
- Grant Aleksander as Bartender at "Mickey's Bar", the gay bar
- Matthew Faison as Man in Gay Bar
- Corkey Ford as Gang Leader
- Rick Garcia as Federale Captain
- Doyle McCormack as the engineer
- Lancaster and Douglas had made several films appearances together, including films such as I Walk Alone, Gunfight at the O.K. Corral, The Devil's Disciple, and Seven Days in May. Tough Guys was their final collaboration together.