In a small Alabama town Conroy Biggerstaff Mann has a plan to take over Big Ray's Cantina. Rick Montana, a former sheriff, comes to town after his partner is killed during a drug bust. He is determined to mind his own business but can't resist helping out the underdog. He partners with Big Ray against the "Big Man" who first tries to win him over to his side then tries to beat him down. Finally it comes down to the results of a winner takes all Toughman like contest at the county fair. Special appearances by The Seay Family Circus, Lydia the Elephant, and Phred the Lizard.