Cold war airman Ted Miller moonlights on guitar at Club Tripoli, a Libyan nightclub. Caught up in the club's vice and crime, can he escape his entanglements and survive by assisting in a dangerous covert Air Force investigation of Club Tripoli? Miller arrives at Wheelus Air Base in Tripoli in 1957. He's welcomed by former roommate Dave Walker who runs a rock and roll combo working at a downtown nightclub owned by Joe Scarlatti. Ted soon learns the real business at the club is drugs, prostitution and gambling. Ted is offered a job playing guitar at the club. He takes it for the good money. He complicates his life by working as a courier for Club Tripoli, exchanging briefcases. He isn't told what he's handling, but it pays very well. Ted fears the increasing risk to Dave and himself as Scarlatti continues to push them toward deeper involvement. Ted decides to quit the club, if he can. His base Provost Marshall reveals an ongoing Air Force investigation of Club Tripoli. He offers Ted protection and a deal if he'll act as their covert agent. Ted reluctantly agrees knowing that he's getting in way over his head.