Ken Marx (Kenn Scott) and his mom move to a new town so she can find work, but it is immediately apparent that Ken is the odd man out at his new school. After talking to local blonde girl Julie (Christine Taylor), her local jerkweed boyfriend Tom (Duluth’s own Ken McLoed) takes exception to Ken’s philandering and warns him to stay away.
It isn’t all bad though as Ken is befriended by local weiner Mike (John Asher), who helps Ken navigate the ways of wherever this takes place. Soon enough, however, Tom makes good on his threats, but is thwarted by local ex-cop turned janitor Billy (Billy Blanks) who beats the shit out of Tom and his stooge Rob (Michael Cavelieri), who just so happen to be martial arts students of local shitbag Lee (Patrick Kilpatrick), who’s younger D Bag brother was accidentally killed by Billy.
Now Billy must train Ken so he can himself beat Tom’s ass to claim Julie as his betrothed, while Billy must face his past and atone for his sins in the ultimate Showdown.
