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 The film tells the story of two boxers and their problems. One of them is on the decline of his career while the other one just begins his ascent in this sport.
The stories of two men in working class Stockton, CA, they at either end of a career or potential career in boxing, are told, the two who meet by chance in working out at the same time at the local Y. The older of the two is thirty year old Billy Tully, a year out of the racket, he who is still trying to find his place in a post-boxing world as such needing to take whatever menial job he can find. As he still blames his former manager/trainer Ruben for how his career ended in not being there for him when it mattered, Billy turns to Oma, a barfly, for some sort of human connection. In how unsatisfied his life has become, something he unwilling to admit to anyone including himself, he contemplates the pipe dream of returning to the ring. The younger of the two is eighteen year old Ernie Munger, who, untrained and only boxing for fun, is encouraged by Billy to pursue it more seriously in going to talk to Ruben in Billy seeing in Ernie some natural talent as well as suitable physical attributes. While Ernie progresses in the sport, he ends up having some expectations, some unrealistic, about what it can accomplish for his life. Other things affecting his ultimate view of boxing is his relationship with girlfriend Faye, and seeing the experience of others around him, including Billy.
		 Stacy Keach 
 Tully
		 Jeff Bridges 
 Ernie
		 Susan Tyrrell 
 Oma
		 Candy Clark 
 Faye
		 Nicholas Colasanto 
 Ruben
		 Art Aragon 
 Babe
		 Curtis Cokes 
 Earl
		 Sixto Rodriguez 
 Lucero
		 Billy Walker 
 Wes
		 Wayne Mahan 
 Buford
		 Ruben Navarro 
 Fuentes
		 Álvaro López 
 Rosales
		 Carl D. Parker 
 Paymaster
		 Bill Riddle 
 Boxer
		 Al Silvani 
 Referee at Tully-Lucero Fight
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