Vince Boudreau (WOODY HARRELSON) and Cesar Dominguez (ANTONIO BANDERAS) are longtime friends and fellow boxers who've pretty much resigned their once promising careers in the sport to sparring at a low-end and dead end, Los Angeles gym.
Things suddenly look up, however, when the opening match contestants for the latest Mike Tyson championship bout can no longer participate. The fight's promoters, Hank Goody (ROBERT WAGNER), Joe Domino (TOM SIZEMORE) and their assistant, Artie (RICHARD MASUR), in a mad scramble to fill the bill in less than a day, choose Vince and Cesar since they're experienced and matched in weight.
Although Cesar is reluctant due to a prior bad experience with Joe, he agrees to compete. Vince, on the other hand, wants to fight, but negotiates with the sleaze ball promoters that the winner of their fight will get a chance at a later bout with the middleweight champ.
Needing a way to get from L.A. to Las Vegas, the guys ask Grace Pasic (LOLITA DAVIDOVICH), Cesar's current girlfriend and Vince's ex, for a ride. She reluctantly agrees, mainly because she's looking for investors for several of her inventions and figures Vegas might be a good place to find them. Besides, she still has a thing for both men and would like for both of them to win if that were possible.
Thus, the trio sets out for Vegas, eventually picking up an amorous and drug-hungry stranger, Lia (LUCY LIU), along the way. As they make their way through the desert toward their evening venue, their previously hidden desires and past failures are addressed as the two men prepare for their big fight and possible last chance at making it big in their sport.