It'll Knock You Out !

Clint Eastwood stars again as Philo, now thinking he'll "retire" from fighting. But a new contender lures him back - and mobsters kidnap Philo's girl (Sondra Locke) to ensure he'll turn up for the showdown. Ruth Gordon as Ma, Geoffrey Lewis as Orville and those hapless motorcycle morons called the Black Widows all return in fine form.

Zack. Barry plays a wealthy Texan gambler who spends most of his time with his friends and girlfriends drinking and playing "strip poker".

He and his friends fly - sometimes upside down! - just to see Philo Beddoe's (Clint Eastwood) ultimate fight. 


ZACK: Hello, Beeky. It's your dime.
BEEKMAN: Zack, I got a sporting event laid out for this Saturday. A fire-eater named Philo Beddoe, ha-ha, against Jack Wilson.
ZACK: Philo Beddoe? Never heard of him. Hey, Melvin! Can Beddoe whip Jack Wilson?
MELVIN: Beddoe's good, real good. But I'd have to give Wilson the edge.
ZACK: How big an edge?
MELVIN: If it was my money, 7 to 5. 6 to 5 is a fair bet.
ZACK: (To Beeky) I might be interested at 4 to 1.
BEEKMAN: Even money, Zack.
ZACK: Well, I might go 3 to 1.
BEEKMAN: I've reserved your suite for you.

HONEY BUN: I think I'm doing something wrong.
ZACK: You're doing just fine, hon.
HONEY BUN: Yeah, but we've been flying upside down for 15 minutes, Zack.
ZACK: Oh, it just takes a little time to get the hang of it. Don't be so hard on yourself, hon!

PHILO : Oh...sorry.
ZACK: You damn fool! Let me see that hand. Wiggle your fingers. Oh, my. You could have broke that hand and made paupers out all of us.
PHILO : Sorry.
ZACK: Why are you standing right here and gabbing for? Get on back to jogging!
PHILO : Yeah. I think I might do that.
ZACK: Oh wait! And no booze, no parties, in bed by 8:00.
PHILO : You can count on that.
ZACK: I do! Did ya'll see that - the way he grabbed me? He used one hand like I was a feather! Ha ha hoo !!! Son of a gun, boys, we gonna be rich!!!
MELVIN : We're already rich, Zack.

ZACK: Real shame...

ZACK: Just right around the corner and we'll be ringside, boys.

ZACK: His arm's broke.

ZACK: That was one hell of a fight.

MELVIN : Hell, Zack. 30 cents on the dollar ain't gonna pay for the cost of that plane.
ZACK: Oh, it don't matter! Hell, it's worth it to pay for the privilege of seeing a fight like that!!!...I will have to call you on your bloomers ma'am!
HATTIE : Oh, damn it! Chivalry ain't dead in Texas!
ZACK: Well, thank you ma'am !!!



Release Date
  • 1980.
  • Action / Comedy.
Directed By
  • Buddy Van Horn.

Executive Producers

  • Robert Daley.

Produced By

  • Fritz Manes.


  • The Malpaso Company.
  • Warner Bros.

MPAA Rating

  • PG.


Main Cast

  • Clint Eastwood as Philo Beddoe.

  • Sondra Locke as Lynn-Halsey Taylor.

  • Geoffrey Lewis as Orville Boggs.

  • William Smith as Jack Wilson.

  • Harry Guardino as James Beekman.

  • Ruth Gordon as Ma Boggs.

  • Michael Cavanaugh as Patrick Scarfe.

  • Barry Corbin as "Fat" Zack Tupper.

  • Roy Jenson as Moody.

  • Bill McKinney as Dallas.

  • William O'Connell as Elmo.

  • John Quade as Cholla.

  • Al Ruscio as Tony Rapoli Sr.

  • Dan Vadis as Frank.

Filming Locations

  • Jackson Hole, Wyoming.

Running Time

  • 1 Hour 56 Minutes.

On The Set




  E-Mail BARRY CORBIN : | Sign The Guestbook | View The Guestbook

Layout, Navigation, Graphics, Coding and Content 1998 - 2009, Armando Tamez (unless stated otherwise).
Web hosting provided by Philip Shoffner.
Any reproduction, duplication or distribution in any form is expressly prohibited.