Sexually abused as a young girl, Kate “Ma” Barker (Shelley Winters) grows into a violently powerful woman by the 1930s. She lovingly dominates her grown sons, and grooms them into a pack of tough crooks. The boys include the cruel Herman (Don Stroud), who still shares a bed with Ma; Fred (Robert Walden), an ex-con who fell in love with a fellow prisoner; and Lloyd (Robert De Niro), who gets high on whatever’s handy. Together they form a deadly, bizarre family of Depression-era bandits.

American pilot Cliff Brandon, fighting the Japanese in China, finds himself the unintentional “owner” of a Chinese housekeeper, Shu-Jen. The unlikely couple falls in love and marries, but not without tragedy brought on by the war.