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In pre-Civil War Texas, naïve Karl Westover (Gary Busey) accidentally kills his brother-in-law, and heads to Mexico to escape the consequences. Along the way, he encounters Barbarosa (Willie Nelson), who is also on the run. Barbarosa teaches Karl survival skills for the desert — and how to rob. In their journey from Texas to Mexico and back again, the two men are captured by outlaw Angel Morales, and pursued by Don Braulio (Gilbert Roland), who wants Barbarosa dead.

A man travels to Hooterville to investigate a line connection.

Kate wants to hide the Hooterville Cannonball to save it from the scrap heap.

Betty Jo has finally met a man she likes, but he seems more interested in tinkering on cars than he is working on a romance.

Uncle Joe wants to cash in on the recent Beatlemania fever, by making up a girl group named The Ladybugs, starring his nieces and Sheriff Ragsdale's daughter.

Homer Bedloe returns to Hooterville with his son Homer Jr., who is a carbon copy of his dad.

Jeb Drummond is a murderous sheep herder who has Adam taken hostage to try and force Ben to sign over a large section of Ponderosa land to him.

A Ponderosa ranch hand faces charges of killing the wife of the U.S. marshal who came to arrest him.