Johnny Walker (Mickey Rourke) is a "punch-drunk" boxer. he's a bit too old to keep on boxing but it's the only thing that he does well. He's in love with Ruby (Debra Feuer) but is too shy to tell her.

Johnny meets Wesley (Christopher Walken), a smooth-talking wise-guy who is torn between greed and his pity for Johnny.

Wesley tries to talk Johnny to partake in the robbery of a jewellery store, but Johnny elects to enter the ring to help Ruby's financially troubled business with the prize money, despite the fact that a blow to his fractured forehead could kill him...