A group of thieves attempt to rob an art gallery, but when plans backfire and one of the men winds up dead, the group head down south, running afoul of the law. Along the way, they meet up with a seductive con artist with ideas of her own.

After deciding he needs to do something meaningful with his life, high school wrestler Louden Swain sets out on a mission to drop weight and challenge the area's undefeated champion, which creates problems with his teammates and health. Matters are complicated further when Louden's father takes in an attractive female drifter who's on her way to San Francisco.