It's the proverbial end of the summer 1962 in a small southern California town. It's the evening before best friends and recent high school graduates, Curt Henderson and Steve Bolander, are scheduled to leave town to head to college back east. Curt, who received a lucrative local scholarship, is seen as the promise that their class holds. But Curt is having second thoughts about leaving what Steve basically sees as their dead end town. Curt's beliefs are strengthened when he spots an unknown beautiful blonde in a T-bird who mouths the words "I love you" to him. As Curt tries to find that blonde while trying to get away from a local gang who have him somewhat hostage, Curt may come to a decision about his immediate future. Outgoing class president Steve, on the other hand, wants to leave, despite meaning that he will leave girlfriend, head cheerleader and Curt's sister, Laurie Henderson, behind. Steve and Laurie spend the evening "negotiating" the state of their relationship. Meanwhile, two of their friends cruise around town for the evening. Steve has left his car to meek and mild-mannered Terry "Toad" Fields to look after during his absence. The wheels give Toad a new sense of confidence, which he uses to try and impress Debbie Dunham, a more experienced girl generally out of his league. And John Milner, who is seen as the king of the street race in his souped-up yellow deuce coupe, tries to get rid of precocious pre-teen, Carol Morrison, who has somehow become his passenger for the evening, while dealing with the challenge of bold out-of-towner, Bob Falfa.

When the drifter Harry Madox reaches a small town in Texas, he gets a job as used car salesman with the dealer George Harshaw and settles down in a hotel room. During a fire, Harry observes that the local bank is left empty and open without any security. Sooner he plots a scheme to rob the bank, provoking a fire in his room to distract the employees. When Harry meets George's wife Dolly Harshaw, the easy woman teases him and they have sex. Harry becomes the prime suspect of the bank heist and is arrested, but Dolly provided the necessary alibi to release him and blackmails him to have a love affair with her. However, Harry falls in love for Gloria Harper, who works as accountant in the dealership. He discovers that Gloria is blackmailed by the despicable Frank Sutton and he decides to press Sutton.

Federal agent Elliot Ness assembles a personal team of mob fighters to bring Chicago crime boss Al Capone to justice using unconventional means during the mob wars of the 1920s. This fictionalized account of the arrest of Al Capone is heavy on style and gunfire. The end shootout combines a baby carriage and stairs with a nod to Eisenstein's _The Battleship Potemkin_.