The film, set in Los Angeles, centers on a pair of drifters, Duke (Allen) and Boots (Oates). As the film begins, they are hanging out at a gasoline station on the Pacific Ocean. They menace the owner and steal from his store. Duke promises Boots that he will fix him up with a woman. They hitch a ride with a motorist (Jerome Cowan), whom they force to follow an attractive woman, Ann Carlyle (Manx) to her home.