Lee Daniels (Pam Grier) is a black girl busted for prostitution. Karen Brent (Margaret Markov) is a white girl arrested for her involvement with a local revolutionary group. The two women meet in jail and, despite their mutual animosity, are chained together for transport to a maximum security prison. Their bus is ambushed en route, however, and the pair manages to escape together. Chased by bounty hunters, crooked police and revolutionaries, they struggle to get along and get away.