William Popper (Michael Sarrazin) is the son of a stockbroker and is thoroughly disenchanted with "the system." So much so that even though he can prove that he ran over a woman in his car entirely by accident, he accepts a sentence for manslaughter. His participation in some prison violence motivates him to attempt to escape, though he has only a week to go on his sentence. Having escaped, he and his old girlfriend (Barbara Hershey) make a run for Canada. The story is adapted from the novel The Pursuit of Happiness by Thomas Rogers. As William's starchy grandmother, Ruth White, notable for her work in To Kill a Mockingbird and Midnight Cowboy makes her last film appearance.