Ray Owens is sheriff of the quiet US border town of Sommerton Junction after leaving the LAPD following a bungled operation. Following his escape from the FBI, a notorious drug baron, his gang, and a hostage are heading toward Sommerton Junction where the police are preparing to make a last stand to intercept them before they cross the border. Owens is reluctant to become involved but ultimately joins in with the law enforcement efforts

Refined actress Lauren Ames finally has a chance to study with the great theatre professor Stanislav Korzenowski. Sandy Brozinsky, a brash, loud actress, decides through happenstance to also study with Korzenowski. The two women end up dating the same man (who turns out to be a double agent) and follow him across the country to force him to choose between them.