A sexy nightclub owner, Barb Wire moonlights as a mercenary in Steel Harbor, one of the last free zones in the now fascist United States. When scientist Cora Devonshire wanders into Barb's establishment, she gets roped into a top-secret government plot involving biological weapons. Soon Barb is reunited with her old flame Axel Hood, who is now Cora's husband and a guerrilla fighter, resulting in plenty of tense action.