The film stars Yale Wexler, Abby Dalton, Steven Marlo, Allen Kramer, Herschel Bernardi and Jonathon Haze.

Fred Matthews (Frank Harding) and Officer Lynn Donahue (Slate Harlow) arrest a pusher who is carrying two pounds of uncut heroin.

They are ambushed by gangsters Mitch Swadurski (Herman Rudin) and Lenny Potter (Philip Mansour), who kill Matthews and wound Donahue, then kill the pusher after he tosses the briefcase containing the heroin into the underbrush.

Next day, the case is found by eighteen-year-old Julian "Ves" Vespucci (Jonathon Haze) as he delivers groceries from his father's store.

Ves and his pals, would-be artist Jim Bowers (Yale Wexler) and bodybuilder Nick Raymond (Steven Marlo) find the case contains samples of women's cosmetics.

Danny is thrilled by the small "test" packet of heroin brought to him by the boys and agrees to sell it for them.

Deeply moved by Danny's story, Jim grows more reluctant to continue selling.

[1] Corman later recalled: My brother told me that it was the greatest mistake of my career because on account of that success I reinvested my money in other productions that were all failures.

We would meet and have long talks in which everyone offered his point of view, and I would approve the cast and the distribution (Jack Hayes, Abby Dalton, and some of my actors would be there), but once the decision was made, I would say, "Go for it," and I would pull back.