Cody (John Cassavetes), and his motorcycle gang called the Skulls, hear the story of how Butch Cassidy, and his outlaw band, lived in a secret area called the Hole-in-the-Wall, where there were no police. Inspired, Cody tells the gang that they are all going to Hole-in-the-Wall to live there forever. After breaking their buddy Funky out of jail, terrorizing a store owner at a gas stop, and destroying the RV of a couple who inadvertently knocked over one of their motorcycles, they arrive in the town of Brookville as it is celebrating its annual picnic. The mayor, sheriff, and other townsfolk, immediately demand that they depart. However, the sheriff is more conciliatory and comes to an agreement with Cody that the Skulls may camp on the beach if they agree to stay there and move on in the morning.