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Whilst on a short weekend getaway, Louise shoots a man who had tried to rape Thelma. Due to the incriminating circumstances, they make a run for it but are soon followed closely by the authorities including a local policeman who is sympathetic to their plight. The federal authorities, however, have less compassion and thus a cross country chase ensues for the two fugitives. Along the way, both women rediscover the strength of their friendship and suprising aspects of their personalities and self-strengths in the trying times.