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After masterminding a plan to rob Palomar Air Force Base of a $2.5 million payroll, former U. S. Air Force Col. Frank Dayton assembles a group of adventurers at the Mexican villa of his friend Max Eckhart. As Dayton forces his band of misfits (including artist turned forger Claude Sadi and psychopathic murderer Barney Barry) to undergo extensive physical and technical training, he meets opposition from two of his men--Mike Page and Sonny Merton--but nevertheless succeeds in shaping the group into a crack military-like unit. They are then smuggled to the Santa Barbara coast on a Mexican fishing boat. Equipped with forged identity cards and stolen Air Force uniforms, the men commandeer two military vehicles and enter the base under the pretext of being a special committee investigating finance and payroll mismanagement. After destroying the base's communications and making off with the payroll, they use their truck to block their pursuers and then make their getaway in a station wagon driven by Dayton's girl friend, Leda, a nightclub singer with a shady past. Upon reaching the beach, they unearth buried scuba-diving equipment and swim out with the money to the waiting Mexican fishing boat. But the greedy captain of the boat turns on them in the hope of getting all the money for himself. In the ensuing free-for-all, both the captain and Dayton are killed; a stray bullet causes a fire in the engine room; and soon the boat is aflame. Attracted by the fire, a Navy patrol boat races to the scene as the remnants of "Dayton's Devils" stand helplessly by, laughing hysterically as the loot goes up in smoke.