In limbo between retirement and his youthful prime, alcoholic farm laborer Tully (Stacy Keach) shacks up with fellow outcast Oma (Susan Tyrrell) and keeps trying to make a boxing comeback, but his personal demons repeatedly overpower his ambitions. Meanwhile, fellow Stockton, CA resident and budding fighter Ernie (Jeff Bridges) takes Tully's advice to join trainer Ruben's (Nicholas Colasanto) gym and make something of himself. Learning the tough lesson that winning is not as easy as it sounds, Ernie is still determined to get what he can out of boxing and, unlike Tully, not let disappointments get the best of him.