Steve Elliott and Danny Ortega, two unlucky men incarcerated in a South Texas prison, plan to escape and start life anew. Getting out was the easy part; after that, the hapless pair face obstacles they didn't envision while sitting in their cells. After enlisting the help of Danny's younger brother Ray, they head for Mexico, where they hope to make their way to California undetected by U. S. authorities.

The moment they cross the border, their real troubles begin. Kidnapped by a gang of thugs, they are briefly held captive with an attractive woman and three shadowy Mexican "businessmen" who deftly engineer a daring escape for the entire group. After evading imprisonment for the second time in as many days, the duo finds they are now in bigger trouble. It appears their newfound traveling companions are not what they purported to be. To complicate matters, Steve falls for the woman who has her own mysterious agenda.

As their true identities and purpose unfold, Steve and Danny are caught up in a horrendous terrorism plot. Forced by circumstances-and guns-to go along with the invaders, it finally comes down to making the right choice-something that has always proven difficult for Steve and Danny.