It's Halloween 1965 in Hollywood and is also the last day that a drive in which the hang out of some youths who call themselves the Hollywood Knights will be open. It is being closed because most of the local snobs don't like them so they decided to close the drive in to get rid of them. Now the Knights decide to lash back at those who were responsible. And they try to make the best of the drive in's last night. They also have some new pledges and they have to perform a very daring task. Also one of the Knights is going to Vietnam, so he is making the best of his last day. And another member is having problems with his girlfriend.

When fellow operatives (and childhood friends) Matthew Johnson and Melvin Johnson disappear during an undercover mission in Hong Kong, Cleopatra Jones (Tamara Dobson) travels there to find them. With the help of local detective Mi Ling, Cleopatra discovers that her friends' disappearance has to do with The Dragon Lady, a much-feared blonde "lipstick lesbian" who runs a Macao casino and controls a major chunk of the local drug trade