Washed-up boxer Tully (Stacy Keach) is inspired to restart his career after seeing potential in a teenager, Ernie (Jeff Bridges), whom he spars with at a gym. While Tully battles his past demons, including issues with alcohol, Ernie faces his own challenges. Pressured into marriage and sudden fatherhood by his girlfriend (Candy Clark), Ernie can shrug off his personal problems when he enters the ring. As both fighters continue with their bouts, Tully's star falls while Ernie's is on the rise.