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Maindrian Pace (played by H.B 'Toby' Halicki) is an intelligent, respectable insurance investigator who runs a quality auto shop in town. What very few know is that he is the leader of a group of professional car thieves.

If a car disappears, it's most likely Pace's gang that's done it. In order to protect themselves in the event the police overhear them, Pace declares that they will only refer to cars by code names, not by the actual make and model of the car. Today is Tuesday and a very valued client has just contacted Pace with an exceptional order. A South American drug lord pays Pace $400,000.00 to steal 48 specific cars for him, and all but one - a 1973 Ford Mustang Mach 1, whose code name is "Eleanor" - are successfully stolen by Maindrian and his associates. The buyer wants Pace to deliver the cars to him by Saturday.

All are very high-end cars ranging from Mustangs to limousines, making the order difficult to fill under the time limit. Still, Pace savors the challenge and agrees to complete the order. Pace also has Eugene's wedding to go to in Dunkirk, New York where he asks Eugene to call off his honeymoon for some court cases next week. After arriving back at Los Angeles International Airport Pace and his crew spot Eleanor at the airport and Corlis (Ronald Halicki) tries to steal her but fails because the driver is still in the car asleep at the wheel. Then they leave the airport.

Later that night his crew is somewhat taken aback by the audacity of the plan, but they realize that if anyone can do it, Pace can. Mapping out a basic strategy, the gang begins to scout out their targets, which have all been given female names. Being part of the insurance industry, Pace does have one small idiosyncrasy when it comes to stealing, all of the cars he steals must be insured. Pace refuses to steal an uninsured car, because his secretary Pumpkin (Marion Busia) got him to agree to it during a walk in a park in Dunkirk.

Later that night Pace goes to Ascot Park and steals J.C. Agajanian's 1974 Rolls-Royce Silver Shadow. Also later that night Pace goes and steals Harold Blight Smith's (Edward Abrahms) Eleanor right out of his garage at his home. After Mrs. Smith's constant nagging, Mr. Smith takes his dog out to the front yard where he discovers his Mustang backing out of his garage. Mr. Smith then jumps in his blue 1972 Plymouth Satellite and chases Pace for several miles screaming "that's my car", causing the police to pull him over in order to find out why he is driving maniacally around town. Because Smith has cheated a number of people on insurance claims, Pace returns Smith's undamaged automobile in the exact position it was in the garage, so that when Smith and the police officers return, Smith is in trouble because (as far as they can see) nothing has happened.

Pace manages to steal all seven Limousines and a Manta and finally Eleanor. Then Atlee steals the 1974 Cadillac Coupe De Ville right in front of the Hungry Tiger Restaurant. Then Pace steals the 1974 Rolls-Royce Silver Shadow and the 1971 Chevrolet Corvette. And so they begin stealing the 48 cars. As it happens, it's proceeding extremely smoothly, the thieves have found all the cars they need with little hardship, and no complications have arisen. That is, until they come to Eleanor, a prized '73 Mach 1 Ford Mustang. They've found their Eleanor, stolen it, but then discover that it's not insured. The owner has placed an ad in the paper pleading for the car's return, no questions asked. Because of giving his word to Pumpkin, Pace decides, much to the chagrin of his buddies, to return it.

Pace spots another 'Eleanor' Mustang in Long Beach and prepares to steal it, but is unaware that Eugene (Jerry Daugirda) has alerted to the police to the potential theft as a result of a dispute involving a stolen Cadillac that was discovered to have a million dollars worth of heroin hidden in it (Eugene wanted to keep the drugs but Pace decides to park it in a dirt