In Stockton, California, faded former boxer Billy Tully visits a YMCA gymnasium where he is impressed by the youth and ability of eighteen-year-old Ernie Munger. After sparing with Ernie briefly, Billy pulls a muscle from lack of conditioning, but advises Ernie to see his manager, Ruben Luna, at the Lido gym. At a nearby bar, Billy listens to the discourse of a drunken woman, Oma, who is accompanied by her taciturn black boyfriend Earl, then informs them how affected he is by Ernie’s potential in the ring. Taking Billy’s advice, Ernie visits Ruben at the Lido where the older manager acknowledges that Billy was his best fighter until his marriage ruined his confidence. Ruben adds that when Billy began losing, his wife left him, sending him into a personal spiral of drunken irresponsibility. After Ernie spars with one of Ruben’s pupils, Wes, Ruben realizes that a white boxer will be a large draw among largely Hispanic and black competitors and agrees to coach him. Meanwhile, Billy takes on numerous low-paying jobs, including joining migrant workers to pick fruits and vegetables from dawn until dusk. While training with Ruben, Ernie becomes involved with a young girl named Faye, but is wary of her aggressive romantic overtures. Some time later, Ruben and his assistant Babe, drive Ernie, Wes and Buford, a fifteen-year-old fighter passing as an eighteen-year-old, to their first bouts. Ernie receives a broken nose and is technically knocked out in the second round, Buford endures a harsh beating that leaves his face mangled and Wes also loses. Back in town at a seedy bar, Billy runs into Oma who confesses that she is depressed because Earl has been arrested and jailed on assault charges. Drunkenly taken with Oma’s volatility, Billy expresses his attraction to her and insists that she can count on him. Shortly thereafter, Billy moves in with Oma. In Ernie’s next bout he is knocked out twenty-three seconds into the first round and has no recollection of the fight. Later, Faye reveals her concern that she might be pregnant and although Ernie expresses misgivings about committing to any future relationship, he urges her to see a doctor. A little later, Ruben meets Babe at a diner and relates his great disappointment that Ernie has married Faye. Some time later, Billy returns to Oma’s apartment to relate that there has been no work from the canneries and as he was fired from his previous job he is considering returning to fighting. Oma advises Billy to clean himself up and attempts to get him to wear some of Earl’s flashy clothes, but Billy refuses. Taking another job in the fruit fields, Billy listens to the other workers complain how difficult it is to find women who will support them. One evening at a bar with Oma, a fellow fighter and his date, an intoxicated Billy laments that Ruben betrayed him by sending him to a major bout below the border alone, knowing his opponent was crooked and used illegal fighting methods. One day at the early morning picker selection, Billy is surprised to run into Ernie who confesses he needs to make money to support Faye and their soon-to-be-born child. Billy says picking fruit is a reliable way to keep fit and Ernie admits he intends to resume fighting, which inspires Billy to do the same. The pair returns to the Lido gym and Billy repays Ruben a small debt he has owed him for nearly two years. After several days, Ruben meets with a contact to arrange a tune-up fight for Billy, but claiming that Billy will not draw a crowd, the promoter will only offer a bout with an aging Mexican fighter, Lucero. At Oma’s, Billy grows annoyed over her continued drunkenness and upon discovering that Earl is out of jail and has met with her, demands to know why she did not confide in him. When Oma alternately lashes out at Billy and refuses to eat the meal he has cooked her, Billy leaves in frustration and goes to a bar where, after getting drunk, he calls Ruben. The manager picks Billy up at the bar where the fighter bemoans Oma’s effect on him and that he will turn thirty in four days. Despite his concern at boxing the still-potent Lucero, Billy accepts the bout. The day of the fight, Lucero, stiff and in continual pain from a lifetime of boxing, arrives alone and checks into a cheap hotel. At the fight that evening, Ernie, Faye and others wish Billy luck. In the ring Billy and Lucero approach each other warily with carefully aimed blows. Billy is knocked to his knees and dazed in the first round, but continues matching the older fighter punch for punch. In round two, the fighting becomes grimmer and although Lucero crashes to the mat after taking a solid blow from Billy, he gets to his feet before the end of the countdown. The fight resumes for some moments before the match is stopped and Billy declared the winner on a technical knockout. Later, while a groomed, polished, if still stiff Lucero departs the way he came, an exhausted Billy learns from Ruben that after covering his advances and Ruben’s take, he is due only one hundred dollars from the fight. Furious, Billy abandons Ruben and returns to Oma’s where he finds Earl. Earl reminds him that he still pays the rent and although he chats politely about boxing, he assures Billy that Oma does not wish to see him again. Many weeks later, Ernie sees a drunken, disheveled Billy on the street and tries to avoid him, but Billy insists on speaking with him, then invites him for coffee at a diner. Ernie accepts and reveals he is returning from a fight that he won. Stung, Billy confides that he has always suspected Ernie was soft and predicts he will eventually prove to be. Billy then looks at the elderly man serving them and contemptuously observes the man lives a wasted life, but then wonders if he is happy. Uncomfortable, Ernie rises to go, but Billy asks him to stay and talk. Ernie sits down and the two men remain at the counter in silence.