Ambitious young Jodie wants more out of life than the small Texas country town she lives in has to offer. Jodie realizes that in order to pursue her dreams she will have to leave Texas and move to the big city. However, her shiftless factory worker boyfriend Kyle wants to stay in Texas.

A tale of two hustlers trying to set up a big game.

"Bags" the boxer (Tim Conway) and his manager, Shake (Don Knotts), are quite a pair: One is a dim bulb, and the other has a mean streak. Times are tough and they must save their gym, so they line up some money making fights. But when Bags and Shake discover that the bouts have been rigged, they end up with their backs to the wall and must fight back -- literally.