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In 1927, Katherine Clark "Ma" Barker castigates her son Herman for playing the violin at church, stating that it made him look like a "sissy." Although her husband George tries to restrain Ma from corrupting the sensitive Herman and their other sons, Lloyd, Doc and Fred, Ma insists that her boys will not grow up in abject poverty, as she did. To that end, she mercilessly trains them to commit robberies, instructing them that they must never get caught. One night, they rob a carnival, but as they are fleeing, Herman is caught by the carney and brought to the sheriff. Despite the fact that Ma feigns complete innocence, the sheriff suspects her and the boys of being responsible for many recent robberies, and warns that he will be watching them. Back at home, Ma cuffs Herman. The next morning, George is horrified to see Herman's arrest reported in the newspaper, but when he tries to force Ma to renounce her ways, she throws him out. Soon after, the sheriff runs them out of town, and over the next years, Ma takes to the road with her growing boys, who commit small crimes to support themselves. In 1933, Fred is in jail, but the other boys execute their largest robbery yet, holding up a bank truck. During the job, Herman is instructed to kill a guard, and when he cannot, Ma runs over the guard with the car, pretending to be a little old lady whose car has gone out of control. They evade the police and return to their house where Ma's new husband, the alcoholic Arthur Dunlop, lives. With the stolen money, Ma buys Fred's release from jail, and with him he brings his cellmate, the sadistic killer Alvin Karpis. Ma throws Fred a coming home party, attended by her friends, the infamous criminals Machine Gun Kelly, John Dillinger and Baby Face Nelson. Ma charges Kelly and his girl friend Lou $50,000 to plan the kidnapping of a man, despite their refusal to believe her advice that the man is penniless. Meanwhile, Herman and Doc are performing a robbery and, when it goes wrong, must flee the police. After their car crashes and Herman tells Doc to run, then, replaying his mother's warning never to get caught, shoots himself. At the funeral, Ma blames Herman's death on George's parenting. Afterward, she learns that it was Art, in a drunken rant, who revealed information about the robbery, thus endangering Herman and Doc. In revenge, she, the boys and Al force the terrified Art to play Russian roulette until he shoots himself. Over the next months, Ma continues to plan crimes for the other gangsters for a fee, moving her family often to avoid being caught by the FBI, who are trailing her. In St. Paul, she hatches a scheme to kidnap bank president Khortney for a $200,000 ransom. Pretending to be the nurse at his daughter's school, Ma calls Khortney and asks him to come to the school, where the boys abduct him. They bring him to a farm, where Kelly and Lou soon show up with two gun-toting goons, stating that they are going to "steal" Khortney and collect the ransom themselves. Unknown to them, however, Ma has invited Dillinger and Nelson, and together with her sons, they overpower Kelly's gang. After collecting the ransom, they return Khortney home unharmed, and he informs federal agents Avery and Baxter that he was driven eight hours over rainy roads to a farm. With this information, the agents are able to pinpoint the Barkers' location. To escape, Ma takes Fred, whose face has been identified, to alcoholic gangland doctor Guelffe for plastic surgery. Although Guelffe pleads that he is unable to perform such a delicate operation, Ma forces him to comply, and he begins the painful process of shaving off Fred's fingerprints. Fred convalesces for days, but when Ma removes his face bandages, she is infuriated to find him unchanged. In revenge, the boys burn the doctor alive. Later, Kelly attempts to swindle Ma by hiring Doc, at a lower fee, to plan his next job. To ensure Doc's participation, Lou seduces him, but before they can finish the job, Doc is arrested by Avery and Baxter. The agents use a letter from Fred to determine that Fred and Ma are now living in Florida. There, a weary Fred has just convinced Ma to retire when the agents, with two local policemen, arrive. Against Fred's wishes, Ma insists on shooting their way out, and both are killed, along with the two policemen. Within years, all of the Barkers have been killed, and Karpis and Kelly are in jail.