In the summer of 1975, two nine year old best friends --- Jake and Alex --- live a Norman Rockwell existence in Circleville, Ohio.

Meanwhile, Kevin Kiley, and his two adult friends --- who are little more than hockey-playing goons --- have fled their world of pot and prostitutes in New York City after killing a policeman. During a quick gas stop in --- of all places --- Circleville, Ohio, Goon Two accidentally leaves Kevin's mysterious black medical bag in the restroom of Rosie’s gas station.

When Alex finds the locked bag, he is elated. Invoking the time-tested rule of “losers weepers --- finders keepers”, he desires nothing more than to store his G.I. Joe paraphernalia in it.

However, the owner of that black bag is willing to kill for its contents. So upon realizing their error, the evil trio hurriedly returns to Circleville --- livid and looking.

Thus, Jake, Alex, and their secret club, the Blood Brothers of the Night, go head-to-head with Kevin and his cronies in a comical battle for possession of the black bag.