Cajun quarter-horse trainer Lloyd Bourdelle (Walter Matthau) struggles to eke out a decent living for himself and his three sons Buddy, Randy and Casey (Andrew A. Rubin, Stephen Burns and Michael Hershewe). Their prize horse is thoroughbred foal Casey's Shadow, named after the youngest son (Hershewe). The question is whether or not Lloyd, a life-long loser, can take advantage of the opportunity for bettering his lot afforded by Casey's Shadow. Alexis Smith co-stars as Sarah Blue, a wealthy woman who becomes Matthau's strongest ally when she offers to buy the horse rather than allow the vindictive Mike Marsh (Robert Webber) to destroy it.