Under cover of darkness, Bryant (David Carradine) is smuggling Mexicans across the Rio Grande, when border patrol pilot Mitch spots them. A shootout ensues. Meanwhile, Chuck (Scott Wilson) and Jonathan arrive in Laredo in search of adventure, Chuck is a nephew of Bryant. They hook up with Mitch who guides them across the border into Mexico, to Boys-Town, a prostitution compound. There they meet Bryant recovering from his wounds and the girl who attends to him; Engracia (Victoria Abril). Chuck immediately falls for her, not realizing she is the ex-girlfriend of Mitch. When Chuck decides to join the Border Patrol and return to the US for the Academy, he proposes to Engracia. When she is denied entry into the US because of her past, Chuck, with the help of his uncle, decides to smuggle her across. When Mitch shows up at their doorstep, wearing Border patrol uniform, Chuck has few choices and on his graduation day, she is deported. Chuck must sacrifice everything he's worked for in order to be with the woman he loves. He crosses into Mexico to be reunited with her, but he is destined to have one more confrontation with Mitch on the banks of the Rio Grande.