A psychopathic illegal arms dealer, Joe Marks (Mitchell), and his gang headed by Nighthawk (Pierce), rob a National Guard armory with the intent of selling arms to gangs and criminals in Los Angeles. Lt. James Long (Fong), and FBI agent Bill Bryant (Roundtree), go after Marks.
The music for the film was provided by Herman Jeffreys and Darryl Stevenett. Stevenett performed four songs for the film which were I'm Getting Old", "Truck Drivin' Man", "Cheatin' On Yer Daddy", and "Good Men Die Young". Ramona Gibbons sang the Herman Jeffreys composition "Livin' On The Inside".
Two characters in the film were played by genuine law enforcement officers. Captain Michael Farrell who played Lieutenant James Longs boss was Captain Skidmore, a real life police captain. Captain Farrell was played by real life Special Agent Larry Lunsford.