| Fred Williamson | Duke |
| Pam Grier | Aretha |
| Thalmus Rasulala | Roy |
| Tony King | T.J. |
| Bernie Hamilton | Harley |
| Art Lund | Chief Patterson |
| Tierre Turner | Steve |
| Morgan Upton | Sam |
| Carl Weathers | Hambone |
| Jim Bohan | Clete |
| Robert Burton | Merle |
| Gene Simms | Josh |
| Bruce Watson | Bagman |
After his brother's death, Duke Johnson travels to a small Southern town to organize his brother's funeral. During his stay, he decides to revive his brother's nightclub business. However, this venture quickly uncovers the thinly veiled racism and corruption that run rampant in the town. Duke and his friend Aretha face demands for bribes and violence from the police. With the arrival of Duke's pal Roy, the situation only escalates.
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