she piles into, clothes and all. This is done to the dismay of VARLA, and of course ROSIE - their trip momentarily interrupted by BILLIE's audacity. All is climaxed at lakeside when VARLA commands ROSIE to extract BILLIE from the water, and continue on their way. A water fight ensues, and followed by a continuance on sand- finally broken up by VARLA who challenges BILLIE and ROSIE to a "Chicken Race" with their sport cars on a hard-packed dry lake in the desert. The steely-nerved VARLA proves to be the victor with BILLIE and ROSIE emotionally shaken by the experience.

Intruding upon the scene are TOMMY (Ray Barlow) and his girl friend LINDA (Susan Bernard), both sport car enthusiasts who have come to the lake to conduct a timing trial-to test the speed of their machine. VARLA and her two cohorts are more than critical of TOMMY's endeavors, heaping carefully worded jibes until TOMMY is goaded into a race on the salt flats. A very exciting race follows with TOMMY eventually besting the field, including VARLA's powerful Porsche sports car. Unable to accept defeat, she wildly drives off the course directing her car so as to broadside TOMMY's speeding MGB. Naturally, he must turn in order to avoid a fatal collision and consequently loses the race. VARLA is triumphant in her manner, and proceeds to antagonize LINDA, bragging of her "feat" and, at the same time, ignoring her cheating ways. Under the threat of bodily harm LINDA calls for TOMMY's aid, still visibly shaken after the close call- he responds after shaking out the cobwebs. TOMMY challenges VARLA to return his stopwatch, and is met with a cruel Karate chop on his wrist. A fight ensues-TOMMY doing his best to defend himself against VARLA's aggressive Judo and Karate attack. Realizing full well that he is up against a "superwoman," TOMMY resorts to fighting VARLA as if she were a man. After striking her with a "belly-busting" punch followed by a smashing uppercut, and thinking that he has subdued her he foolishly turns his back. VARLA quickly throws TOMMY to the ground smashing him with cruel Karate chops, climaxed by brutally breaking the boy's back! LINDA having been restrained by ROSIE and BILLIE faints from shock. BILLIE registers revulsion at the heinous act, yet goes along with the pack.

The scene changes to a gas station in a small town. LINDA has been transferred to VARLA's car, and is still out. A country bumpkin (Mickey Foxx) is filling the girls in with the local lore, and homespun philosophy. Here they are introduced. visually, to the VEGETABLE (Dennis Busch) and the OLD MAN (Stuart Lancaster). The OLD MAN is a cripple, having lost the use of his legs due to a railroad accident. His son, the VEGETABLE, is a mountain of muscle, yet possessing the mind of a 10 year old. It is revealed that the OLD MAN has a rumored cache of insurance money stached on his broken down ranch, which gives VARLA and her cohorts sufficient reason to follow the OLD MAN and the VEGETABLE. VARLA is concerned with only obtaining the money -ROSIE going along with her paramour, while BILLIE has eyes for the VEGETABLE. On the other hand, the OLD MAN counter-plots to satisfy his own sick voyeurism" with the physical aid of the powerful VEGETABLE.

Another character, and the final one, is introduced in KIRK (Paul Trinka), the brother of the VEGETABLE. He dislikes his father, yet hangs around for the sake of his brother's welfare, realizing that he needs consideration and medical aid. Plot and counter plot develops with the characters vying with each other-both physically and mentally. VARLA brings her physical prowess to the fore in dealing with KIRK, with the express purpose of extracting information concerning the money hoard. BILLIE and the VEGETABLE develop a feeling for each other, with ROSIE lurking on the sidelines, darkly jealous of VARLA's overt moves. LINDA is the child of innocence-a pawn in a deadly game. KIRK is right in the middle-attempting to sift the drama unfolding before him.

With the help of BILLIE, who passes out from over-indulgence, LINDA makes her temporary escape from the clutches of this evil group. The OLD MAN with the aid of the VEGETABLE follow in hot pursuit catching up with her. The OLD MAN goads the VEGETABLE into "relieving his pain" thru the medium of rape, which we have been led to believe has occurred previously with other girls. The VEGETABLE cuts short his rape of LINDA then his own initiative-concluding in his feeble, child-like mind that what he is attempting to do is morally wrong. KIRK and VARLA intrude on the scene, with the principals seeing, for the first time, themselves in a true perspective. VARLA, alone, remains on the attack. With time running out, she marshals her forces-BILLIE and ROSIE, for the final blow ...