The main characters are:
This impresses Speed, who wants to become Chaney's manager. They travel to New Orleans, where Speed intends to enter Chaney against local fighters at long odds. Chaney decides to take things slow, telling Speed he needs to think about the offer first. Chaney moves into a low-rent apartment. At the local diner, he meets Lucy Simpson (Jill Ireland), a lonely, hard-edged woman whose husband is in prison. They soon begin an uneasy affair.
Chaney agrees to Speed's plan, but only if he receives 60 percent of the winnings. He cautions Speed that he wants to make a little money to "fill a few in-betweens," and then move on. Speed recruits a cutman, the medical school dropout Poe (Strother Martin). A recovering opium addict, Poe needs the work and is relieved when Chaney accepts him as a member of the team.
Speed plans for Chaney to take on the city's undefeated street fighter Jim Henry (Robert Tessier), a bald, intimidating brawler bankrolled by the wealthy businessman Chick Gandil (Michael McGuire). Gandil suspects a setup, and insists Speed bet $3,000 up front before allowing Chaney to fight his man. Speed is forced to obtain a loan from local mobsters. Chaney takes on Henry and proves up to the task, knocking him out after a few minutes.
The hard-luck trio of Chaney, Speed and Poe celebrate their victory at the local juke joint, dancing and drinking with their girlfriends. Later, Speed decides to participate in a dice game, but gambles away his share of the winnings. The mobsters begin to stalk Speed, damaging his car at one point, because of the money he owes them.
Gandil makes Speed an offer for Chaney to fight for him. Speed is willing to make the deal because it will square his debts, but Chaney refuses. Speed and Chaney have a bitter argument. Speed needs the money, but Chaney will not work for Gandil and ends their business relationship. Later, Lucy breaks up with Chaney because of his emotional distance and lack of commitment.
Gandil decides to hire Street (Nick Dimitri), one of the nation's top street fighters from Chicago. He attempts to draw Chaney into a winner-take-all bout. When this fails, Gandil pays off Speed's debt to the mobsters and takes him hostage. If there is no fight, Speed will be killed for the money he owes.
Poe visits Chaney at his apartment and tells him the trouble Street is in. Chaney is noncommittal, and tells Poe that he owes Speed nothing. Eventually, Chaney gives in and arrives at Gandil's warehouse where the fight will take place. Not only is he forced to fight for Speed's life, but risk all of his previous winnings. Street is his toughest opponent, but eventually Chaney gets the upper hand and wins the grueling bout. Speed's life is spared.
True to his word, Chaney decides the time has come to move on. He gives Speed and Poe a generous amount of the money won and walks back towards the railroad tracks. As he disappears into darkness, Speed says "He sure was something."