Jim Yadenik has made up his mind-he's going to help two close friends, Johnny and Pete Wilson, together with members of their old gang, as they seek vengeance on a radical group responsible for the death of Mrs. Wilson, his friends' mother.

After pestering the Wilsons, who are insistent that Jim is to have no involvement, Jim is given a small role to carry out. When his task is complete, he stows away on the truck delivering a secret cargo to the radicals and discovers that the cargo-rifles and poison gas cylinders-is going to be sold to the group. The radical faction, almost two hundred members strong, plans to release the poisonous gas at the Woodstock festival and blame the atrocity on the U.S. Army.

After becoming separated from his friends, Jim makes an arduous journey to finally rejoin them. But when their plan goes awry, the friends must try to fight their way out of the radicals' lair, an abandoned factory complex in an isolated area of upstate New York.

Can Jim and the Wilson brothers' gang beat the overwhelming odds to get their revenge?