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Three thugs, Craig (Byron Lord), bearded Joe (director Ron Scott), and Billy Boy (Gene Wilson), rob a supermarket in broad daylight, but things go bad almost immediately when Billy Boy shoots an hysterical woman in the back, leaving her to die moments before another customer, Catherine Benson (Nancy Reeves), inadvertently yanks Craig's mask off when he starts manhandling her. Realizing she can identify him, Craig takes her hostage as the trio absconds with $30,000 in stolen cash, and proceed to beat the woman in the back seat of the getaway car as it careens down a Texas highway. The gang decides to hide out somewhere safe, which happens to be a rural whorehouse run by Madame Rita (Shirley Boyd). Catherine doesn't like the idea, and neither do Craig's two partners who discuss with him the finer points of law. With her hands bound together, Catherine is kept in a room and made to look like one of Rita's other girls by being made to wear a negligee. Craig and Catherine begin to fall in love with each other. It starts after Joe's been asked to guard her and, drunk, he tries to sexually assault her. Craig clobbers Joe and spends the rest of the night guarding Catherine from further abuse. She takes advantage of Craig's smitten with her to try to persuade him to let her get away in the morning, leading to a chase and violent shootout.