Growing up in a small town in Tennessee, Joe Burke, a frail child, is bullied and beaten by an older boy, Carl Overland. Joe's drunken father, a deputy sheriff, ridicules him for letting it happen. As a teenager, he falls in love with a senator's daughter. They plan for Joe to enlist in the Air Force while she attends college. Their plans end abruptly. Thirty years later, colonel Burke returns to his home town for his mothers' funeral. He learns Carl Overland's criminal activities are terrorizing the town. Due to Burke's thirty years of law enforcement in the Air Force, he is asked to retire and run for sheriff. Learning that the girl he has continued to love and dream about is a widow, he decides to retire and run. His second chance for happiness is jeopardized when he learns the senator may be linked to Carl Overland.