A title card suggests that the film is reasonably authentic and factual: "Most of What Follows Is True." The film's action is set around the years 1905 to 1909. The sepia tone is extended into the first sequence, a memorable opening for the film.

A sly, funny, witty, smart-ass, egotistical Butch Cassidy (Paul Newman) enters a modern, high-security bank during its closing, noticing how secure it is and how things have changed:

Butch: What happened to the old bank? It was beautiful.
Guard: People kept robbing it.
Butch: It's a small price to pay for beauty.

In a blackjack card game in a saloon - a typically cliched Western scene, Butch's partner, a dead-panning, silent, dim-witted cardsharp Sundance Kid (Robert Redford) is asked: "What's the secret of your success?" by the only player left at the table. He responds mono-syllabically: "Prayer." His sole opponent, a professional gambler and gunman accuses him of cheating:

You're a helluva card player fella. I know, cause I'm a helluva card player. And I can't even spot how you're cheating.

Butch: We seem to be a little short on brotherly love around here.
Gunman: If you're with him, you'd better get yourselves out of here.
Butch: We're on our way. Come on.
Sundance: I wasn't cheating.
Butch: Come on!
Sundance: (louder) I wasn't cheating.
Gunman: You can die. For that matter, you can both die.
Butch: You hear that?
Sundance: If he invites us to stay, then we'll go...He's got to invite us to stick around.
Butch: He'll draw on ya. He's ready. You don't know how fast he is. I'm over the hill, but it can happen to you.
Sundance: That's just what I want to hear.
Butch: Every day you get older. Now that's a law! (The gunman cocks his pistol) (To the gunman) What would you think about maybe asking us to stick around?
Gunman: What?
Butch: You don't have to mean it or anything. Just ask us to stick around. I promise you...(The gunman refuses to listen and pushes Butch away) I can't help you, Sundance.

When the gunman realizes that he is up against quick-draw "Sundance," a horrified, dismayed look crosses his face and he apologizes to the fearsome killer with a reputation:

Gunman: I didn't know you were the Sundance Kid when I said you were cheating. If I draw on you, you'll kill me.
Sundance: There's that possibility.
Butch: No, you'd be killing yourself. So why don't you just invite us to stick around? You can do it, and easy. Come on. (coaxing) Come on.
Gunman: (apologizing) Why don't you stick around?
Butch: Thanks, but hah, we gotta get goin'. (He scoops up the Kid's winnings into his hat)
Gunman: (as Sundance strides out) Hey Kid! Hey Kid! How good are ya? (Sundance wheels around and fires, demonstrating his lightning-fast draw by detaching the gunman's gunbelt from his waist and sending his gun skittering across the room)
Butch: (as they leave) Like I've been tellin' ya, over the hill.

As they ride back to their hide-out, the infamous 'Hole in the Wall' concealed in rugged canyons, the film slowly becomes full-color. When they get close, Butch exclaims:

Boy, y'know, every time I see 'Hole in the Wall' again, it's like seeing it fresh for the first time, and every time that happens, I keep asking myself the same question, 'How can I be so damn stupid as to keep comin' back here?

They are the perfect pair - Butch is the brains and quick-thinking visionary, and Sundance provides the strong, quick-draw, traditional Western hero. Butch has the bright idea that Bolivia has better pickings with its silver, tin, and gold mines. Butch is disrespectful of the law and the establishment - independent from conventional thinking:

Sundance: What's your idea this time?
Butch: Bolivia.
Sundance: What's Bolivia?
Butch: Bolivia. That's a country, stupid! In Central or South America, one or the other.
Sundance: Why don't we just go to Mexico instead?
Butch: 'Cause all they got in Mexico is sweat and there's too much of that here. Look, if we'd been in business during the California Gold Rush, where would we have gone? California - right?
Sundance: Right.
Butch: So when I say Bolivia, you just think California. You wouldn't believe what they're finding in the ground down there. They're just fallin' into it. Silver mines, gold mines, tin mines, payrolls so heavy we'd strain ourselves stealin' 'em.
Sundance: (chuckling) You just keep thinkin', Butch. That's what you're good at.
Butch: Boy, I got vision, and the rest of the world wears bifocals.

One of their gang members, a brutish lug named Harvey Logan (Ted Cassidy) briefly contests Butch's leadership and wants to rob the Union Pacific Flyer instead of banks:

Butch: Well, as bad as they are, banks are better than trains. They don't move. They stay put. You know the money's in there. When I left, I gave orders.
Harvey: New orders been given.
Butch: Well I run things here, Harvey.
Harvey: Used to, you did. Me now. (Gesturing quickly toward Sundance) This don't concern you! (To Butch) You tell him to stay out!
Butch: Well, he goes his own way, like always. What's the matter with you guys? When I came here, you were nothin'. You weren't even a gang. I formed ya.
Harvey: Who says?
Butch: Well, read 'em a clippin' News.
News: Which one?
Butch: Any of 'em.
News: This one here's from the Salt Lake Herald. 'Butch Cassidy's Hole in the Wall Gang ...'
Butch: (interrupting) 'Butch Cassidy's Hole in the Wall Gang' - that's me! You want Harvey to do your plannin' for ya? You want him to do your thinkin' for ya? You want him to run things? (meanwhile News is still reading the clip from the paper) You can shut up now News.
News: Oh not yet 'til I get to the good part, Butch. '...also known to have participated in the holdup are 'Flat Nose' Curry and 'News' Carver.' I just love readin' my name in the paper, Butch.
Butch: (to 'Flat Nose') OK, so we just forget about Logan takin' over, OK 'Flat Nose'?
Flat Nose: Well you always said that anyone of us could challenge you Butch.
Butch: Well, that's cause I figured no one would do it.
Harvey: Figured wrong, Butch.
Butch: You guys can't want Logan!
News: Well, at least he's with us Butch. You've been spendin' a lot of time gone.
Butch: Well, that's because everything's different now.
Harvey: Guns or knives, Butch?
Butch: (ignoring Harvey) It's harder now, you gotta plan more, you gotta prepare more.
Harvey: Guns or knives?
Butch: Neither.
Harvey: Pick.
Butch: I don't wanna shoot with ya, Harvey.
Harvey: (pulling out a large Bowie knife) Anything you say, Butch.
Butch (whispering to Sundance): Maybe there's a way to make a profit in this? Bet on Logan.
Sundance: I would, but who'd bet on you?
Harvey: Sundance! When we're done and he's dead, you're welcome to stay.
Butch: Listen, I don't mean to be a sore loser, but uh, when it's done and I'm dead, kill him!
Sundance: Love to. (He gives a disarming smile and wave toward Harvey)

Butch, using a ruse, walks toward Harvey who is already in a knife-wielding stance, and asks that they first work out the rules: "No, no, not yet, not until me and Harvey get the rules straightened out." As Harvey rises up and exclaims: "Rules - in a knife fight?" Butch swiftly kicks him in his crotch, and punches him with a full double fist to the face. The uprising is quickly suppressed.

After re-establishing command, Butch co-opts Harvey's audacious plan to rob the Union Pacific Flyer twice on successive runs - they'll hit it in one direction and then hit it again on its return trip: "Nobody's done that to the Flyer before. No matter how much we got the first time, they'd figure the return was safe and load it up with money." During the robbery, the engineer is pleased to see Butch in person and gets off the train to observe. Sundance quips: "Bring the kids, why don't ya?" To get at the safe and its money, they blow up the door to the car that holds it, injuring Woodcock (George Furth), loyal agent for E. H. Harriman, President of the Railroad.

As the town's Marshal (Kenneth Mars) vainly attempts to gather a posse together from an unresponsive audience, Butch and Sundance watch from the second floor balcony of their favorite brothel. Because of the changing times, an opportunistic bicycle salesman addresses the crowd:

Marshal: Well, whaddaya say?
Bicycle Salesman: I say this, I say ladies and gentlemen, boys and girls, friends and enemies, meet the future...mode of transportation for this weary Western world. Now I'm not gonna make a lot of extravagant claims for this little machine. Sure, it'll change your whole life for the better, but that's all.
Marshal: And just what in the hell do ya think you're doing?
Bicycle Salesman: Well, you got the crowd together...so I just thought I'd do a little selling.
Marshal: Well, I'm trying to raise a posse here if you don't mind?
Bicycle Salesman: Short presentation. The Horse Is Dead.

Sundance announces that he is going "hunting" for a woman: "I'm not picky, as long as she's smart and pretty, and sweet, and gentle, and tender and refined, lovely, carefree..." He pays a visit to schoolteacher Etta Place (Katharine Ross) in a scene which mocks the cliched concept of the prim and proper Western schoolmarm. In her farmhouse bedroom where he has forced entry and waited for her, he surprises her and causes her to jump back in fright. Sundance commands her to keep slipping out of her clothes for him - at gunpoint:

Sundance: Keep going, teacher lady. (He points his pistol at her) It's OK, don't mind me. Keep on going. (She removes her outer slip) Put down your hair. Shake your head. (Cocking his gun, he threatens for her to undo the last remaining bits of clothing. Then he rises and approaches toward her with amorous intentions to force himself upon her)
Etta: (sadly) Do you know what I wish?
Sundance: What?
Etta: (chiding) That once, you'd get here on time!

She is his hot-blooded, renegade, twenty-six year old girlfriend - not a demure virgin. They are lovers that know each other very well.

In a memorable wordless, frolicsome bicycle scene which has nothing to do with the plot, Butch appears outside their window the next morning riding the new-fangled bicycle of "the future." The comical-lyrical "Bicycle Ride" sequence is like a music video dropped into the middle of the film. Butch tries out the latest invention with Etta on the handlebars, accompanied by Burt Bacharach's smash hit, the Award-winning song: "Raindrops Keep Fallin' On My Head" (sung by B. J. Thomas, and lyrics by Hal David).

Both men vie for the attentions of Etta. Sundance finds Butch kissing and hugging her after their bike ride:

Sundance: Hey, (pause) what are you doing?
Butch: Stealing your woman.
Sundance: (scratching his butt) Take her...take her
Butch: Well, you're a romantic bastard, I'll give you that.

The second robbery of the train is less successful than the first. The inept train robbers use too much dynamite to blow up the safe - they blow up the entire railroad boxcar. [It is a clever reversal of another Western cliche.] After the tremendous explosion, they watch the money fly away and flutter around in the wind. Sundance jokes: "Do you think you used enough dynamite there, Butch?" The President of the Railroad has anticipated their hold-up. Following the train is a second locomotive with a boxcar attached containing horses and a posse specifically formed to eliminate Butch and his gang. Butch gives one look and senses trouble: "Whatever they're sellin', I don't want it!" Before they can gather up the money, several members of the gang are shot down, and even though they evade the determined posse, Butch and Sundance are the ones that are stalked. Their banter during the chase is wryly humorous:

Butch: I think we lost 'em. Do you think we lost 'em?
Sundance: No.
Butch: Neither do I.

To hide out, they go to the brothel but their decoy plan backfires and they must hurriedly slip out the second story window and climb down from the rooftops. While Sundance gets their horses for a quick getaway, Butch unties the posse's horses from the hitching post and starts shooing them away: "Go on, get out of here, you fat-assed beasts." But the horses stand perfectly still, staring at him flailing his hands wildly in the air. He is dumbfounded that his efforts are ineffectual: "Boy, somebody sure trained 'em." [The sequence is another irreverent twist on Western cliches.]

They are endlessly pursued by the relentless, superhuman posse, often filmed with a long focal-length lens. They speculate that the posse is led by feared lawmen in the West - a sheriff in a white hat named Joe Lefors, and an expert Indian tracker named Lord Baltimore. They repeatedly ask each other the bewildering question - as they look over their shoulders and try to evade the Pinkerton posse:

Who ARE those guys?

They desperately wonder at the forces of the law which close in on them. Sundance expresses confidence in his buddy: "You're the brains Butch. You'll think of somethin'."

A friendly lawman Sheriff Ray Bledsoe (Jeff Corey) warns them that their days are numbered in the West and that they are foolish to think they could quit their lives as outlaws, go straight, and join the Army to serve in the Spanish-American War:

You are crazy. You are, both of you, crazy! They'd throw you in jail for a thousand years each...They (the government) forget all about the years of thievin' and robbin' and they'd take you into the Army - which is what you want in the first place. There's somethin' out there that scares ya, but it's too late. No, you should have let yourself get killed a long time ago when you had the chance. You may be the biggest thing that ever hit this area, but you're still two-bit outlaws. I never met a soul more affable than you, Butch, or faster than the Kid. But you're still nothin' but two-bit outlaws on the dodge. It's over! Don't you get that?! Your times is over and you're gonna die bloody. And all you can do is choose where.

The outlaws continue to be chased. They are trapped by the posse on a ledge at the edge of a steep canyon with nowhere to go. Their frequent comic bantering is a highlight of the film, especially illustrated when they overlook rapids far below and are faced with a choice between a hopeless shoot-out and a near-suicidal leap:

Butch: Well, the way I figure it, we can either fight or give. If we give, we go to jail.
Sundance: I been there already.
Butch: But if we fight, they can stay right where they are and starve us out or go for position - shoot us; might even get a rockslide started and get us that way. What else could they do?
Sundance: They could surrender to us, but I wouldn't count on that. (He watches the posse maneuver) They're goin' for position, all right. Better get ready. (He loads his gun)
Butch: Kid - the next time I say, 'Let's go someplace like Bolivia,' let's go someplace like Bolivia.
Sundance: Next time. Ready?
Butch: (looking into the deep canyon and the river far below) No, we'll jump.
Sundance (after looking down): Like hell we will.
Butch: No, it'll be OK - if the water's deep enough, we don't get squished to death. They'll never follow us.
Sundance: How do you know?
Butch: Would you make a jump like that you didn't have to?
Sundance: I have to and I'm not gonna.
Butch: Well, we got to, otherwise we're dead. They're just gonna have to go back down the same way they come. Come on.
Sundance: Just one clear shot, that's all I want.
Butch: Come on.
Sundance: Uh-uh.
Butch: We got to.
Sundance: Nope! Get away from me!
Butch: Why?
Sundance: I wanna fight 'em!
Butch: They'll kill us!
Sundance: Maybe.
Butch: You wanna die?!
Sundance: (waving his pistol at the river far below) Do you?!
Butch: All right. I'll jump first.
Sundance: Nope.
Butch: Then you jump first.
Sundance: No, I said!
Butch: What's the matter with you?!
Sundance: I can't swim!
Butch: (guffawing at his partner) Why, you crazy - the fall'll probably kill ya!

Sundance shakes his head as he ponders the insanity of actually jumping to escape their pursuers. He grabs a gun belt held out by Butch, jumps with him in tandem, and wails:

Ohhh . . . s - h - i - i - i - i - i - t !

Continued...

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