Bandit (Brian Bloom), a man's man who enjoys driving his fast car and living the free-and-easy life and occasional interludes with fast women, gets an unexpected and unwelcome visit from his eccentric Uncle Cyrus. After stealing Bandit's car keys, Cyrus takes Bandit on a wild ride to a job appointment that Bandit had set up where a pretty assistant tells Bandit that the appointment is cancelled. (The assistant later turns out to be bogus as she's really an associate of Cyrus. Uncle Cyrus also tells Bandit that he's married a fabulous young lady named Angel (Tracy Lords), and that she is helping him run his carnival. Later that day, at a barbecue, Bandit learns that Cyrus has died of a heart attack. Although Angel inherits the carnival while Bandit gets nothing, Angel begs him to take it over. When Bandit learns that loan sharks and his arch-enemy Sheriff Buddy Clanton have joined forces to close and/or take over the carnival, Bandit agrees to get involved. Bandit gets the hardy and willing carnival crew -- including the aforementioned assistant and a lovely contortionist -- involved in a bunch of stunts and chases aimed at getting the carnival moved beyond the Sheriff's jurisdiction until Bandit can get the goods on the bad guys and save the day.