The film tells the story of two teenagers trapped in the world of illegal underground boxing. One is fighting to save his father's life and using the money to pay off gambling debts accumulated by his father. The second is fighting for the money to get out of the ghetto. While being exploited by a boxing promoter, the two teens become friends. An explosive ending puts the two friends in the ring against each other in a fight for survival.
Tommy enjoys a great deal of success and develops a friendship with Romano (Jon Seda) and Abraham Haines (Cuba Gooding Jr.), two fellow fighters. He also is embraced by the organizer of the boxing league, a wealthy man who is a former boxer himself named Jimmy Horn (Brian Dennehy). Romano is brutally beaten in the ring and is declared brain dead by the doctors, while Abraham shows signs of brain damage and is told to quit fighting or else he could suffer a serious injury.
Tommy realizes that Horn cares nothing about the health of the young men and forces Tommy and Abraham to fight each other. Tommy refuses at first, but eventually does fight, isolating all of his punches to Abraham's body and not his head. The two eventually agree to end their bout, which prompts Horn himself to fight Tommy in a bare-knuckle match with Tommy the ultimate victor.