The film begins with an accident on a lonely freeway in the Southern California desert: Ex-con Smiler Grogan (Jimmy Durante) loses control of his car and drives it off a cliff. A group of motorists -- dentist Melville Crump (Sid Caesar), best friends and comediens Dingy Bell (Mickey Rooney) and Benjy Benjamin (Buddy Hackett), entrepreneur J. Russell Finch (Milton Berle), and trucker Lennie Pike (Jonathan Winters) -- stop to assist Grogan, but he is fatally injured. In his last words, he mentions a cache of loot he hid under a big W at a park in Santa Rosita. The police arrive, but to get out of being held for questioning, all the motorists inform them Grogan was raving and didn't mention anything significant. The motorists continue their separate ways: Crump is on honeymoon with his wife Monica (Edie Adams), Dingy and Benjy are on holiday to Vegas, Pike has furniture to transport to Yuma, and Finch, his young wife Emmeline (Dorothy Provine), and his mean, overbearing mother-in-law Mrs. Marcus (Ethel Merman) were on vacation at Lake Mead, but eventually they all decide to stop and discuss Grogan's words. They try to reason with each other for a fair share, but inevitably matters deteriorate as it becomes clear that all of them are too greedy to divide the money equally, with each party demanding a bigger cut should they find the buried cash. It leads to Benjy deciding to plan a full-out race to get to the money, and everyone gets back into their vehicles and drives off. Dingy and Benjy race against the Crumps to get a plane to fly to Santa Rosita. The Crumps win and charter a pilot, who owns a rickety World War I biplane in which they make the journey, but when they go to a hardware store to get shovels to dig out the money, the place closes down and they end up trapped inside. Dingy and Benjy drive to another airport and hire Tyler Fitzgerald (Jim Backus), a millionaire who loves to drink and fly, to take them to Santa Rosita, but en route Tyler gets drunk and passes out, forcing the two to fly the plane on their own. Pike crashes his truck into the Finches, putting both vehicles out of comission. They force him to go get them another automobile by having him ride a bicycle from inside his truck. The Finches later get a ride with Colonel Hawthorne (Terry Thomas), a British officer on holiday, and leave Pike behind. Mrs. Marcus hits on a brilliant idea: Her devoted son, Sylvester (Dick Shawn), is a lifeguard in Santa Rosita, so she tries to contact him, but he's busy dancing with a bikini-clad girl. Besides, Russell doesn't trust Sylvester not to take the money and steal away, and gets into an argument with Mrs. Marcus, resulting in Hawthorne and Russell abandoning Emmeline and her mother, and going ahead on their own. Mrs. Marcus eventually manages to call Sylvester, but he mishears her and thinks Russell got her into trouble, so he leaves Santa Rosita to go save her. Pike meanwhile gets a ride with sneaky, smooth-talking motorist Otto Meyer (Phil Silvers). A desperate Pike makes the foolish mistake of telling Meyer the whole situation to get his cooperation and a lift, and is abandoned on the road, as the greedy Meyer decides to go for the money for himself. An enraged Pike chases Meyer to a gas station where Meyer stopped to get a tire fixed, but Meyer convinces the gas attendants, Irwin and Ray, to tie him up. This doesn't stop Pike: He wrecks the station and makes off with the attendants' tow truck. He reluctantly picks up Mrs. Marcus and Emmeline, and later Sylvester, Russell, and Hawthorne, who've been quarreling. Meanwhile, Meyer stops to give a ride to a miner stranded on the side of the road and is forced to help the miner drive down a rocky mountainside to his cabin so the miner can deliver medicine to his sick wife. But after dropping the miner off, Meyer finds himself stuck in a ravine, unable to drive his car up the steep hills. The miner's son decides to show Meyer an "easy way back" to the main road. The trail leads Meyer and the miner's son down another steep hillside and to a river. Attempting to cross the river, Meyer's car sinks, but he manages to swim ashore. After walking back to the main road, Meyer manages to catch a ride with a nervous man (Don Knotts) who Meyer manages to con out of his car and carry on to Santa Rosita alone. Observing the whole manic marathon is Captain C.G. Culpepper (Spencer Tracy), a Santa Rosita cop and precinct commander who'd been tracking Smiler Grogan for years, and suspects that Grogan might have told the motorists about his hidden cash, confirmed by their erratic behavior. Culpepper's plan is to have the motorists followed by the state police hoping they find the money, then confiscate it and turn it over to the authorities and he can retire with his career on a successful note. However, he suffers family troubles: His wife constantly nags him; his daughter is always moody and running off; and his friend the police chief (William Demerist) tells him that his modest retirement pension won't be raised because his honesty has created enmity within the force. After thinking it over, and when discovery of the money is close at hand, Culpepper decides on a rash plan to move in and take off with all of the money for himself to Mexico as soon as he confiscates it. Everybody eventually converges on Santa Rosita: The Crumps have blasted out of the hardware store using dynamite, and Dingy and Benjy manage to land the plane; each duo commandeers a taxi to the park, each of whose drivers suspects something and get into the hunt. The others also arrive, and Culpepper surreptitiously slips in to follow them. The motorists manage to discover the Big W, four palm trees growing in a W shape, and find the money buried there, as Grogan promised. As they argue over how to split it, Culpepper introduces himself as an officer of the law, confiscates the money, and recommends that they turn themselves in so that the judge will be lenient and reduce their sentences. The motorists see Culpepper drive away, realize they've been had, and go after him (Dingy wants to return the money to the authorities to get a reward, while the greedy Mrs. Marcus wants the money for herself). The authorities also learn of Culpepper's absconding and order his arrest. A frantic and climactic chase results in all 11 men at the top of a condemned building from which Melville had ordered the women out, for their own safety. In the ensuing fracas, all the money is lost, as it falls into a gathering crowd. A firetruck arrives to bring the men down safely, but when they all try to climb on the ladder it goes out of control, throwing them off into various locations. The film ends with all the men in a prison hospital, awaiting trial for the mayhem they've caused. Culpepper, now an ex-cop, expects the worst-case scenario for himself. Greedy and selfish to the end, all of the men are blaming each other for the predicament they're now in. The women are in custody for their involvement, and Mrs. Marcus enters the ward, naturally places all the blame on the men, and promptly slips on a banana peel thrown by Benjy and hurts herself, having to be carried away shrieking on a gurney. All the men have a good laugh at this, including Culpepper.
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