Scarecrow is Jerry Schatzberg's third feature: after Puzzle of a Down jail Child, he made Panic in Needle Park, which was a critical success, [hough shunned at the box office. Scarecrow represented the USA at the Cannes Festival this year.

Max and Lion meet on a descried road in California. Max has just been released from jail on an assault charge after several years; he is on his way to Pittsburgh. where he plans to open a car washing business. On the way, he wants to stop at Denver to visit his only relative, his sister, Coley.

Lion has just arrived back from sea, after six years. He is on his way to Detroit, to see his wife whom he deserted six years ago-he also hopes to see his child for the first time. Max, a tough brawler, is essentially a lonely man, who is amused by Lion, a natural clown. In fact, he discovers that his companion on the road appears to be one of the few people in the world whom he feels he might be able to trust. On an impulse, he offers Lion partnership in the car wash business. Lion accepts, and the pair set off for their planned stop-overs in Denver and Detroit.

In Denver, they go to Coley's junk shop, where Max meets Frenchy, and Lion is smitten with Coley. The four make joint plans for the future - after Max has picked up his nest egg in Pittsburgh.

A drunken farewell party turns into a brawl, and both Max and Lion are arrested and given thirty days on the county work farm. Max blames Lion for the fiasco and refuses to talk to him until an attack on Lion unites them again.

Freed again, the pair set out for Detroit, where Lion's wife refuses to see her erstwhile husband. They set off for Pittsburgh, but Lion shows increasing signs of deep mental disturbance, culminating in his being taken to hospital, while Max, humanised and shaken from his egotism under his friend's influence, rushes to his rescue.