Plot
Billy Tully (Keach), a boxer past his prime, goes to a Stockton, California gym to get back into shape and spars with Ernie Munger (Bridges), an eighteen-year-old he meets there. Seeing potential in the youngster, Tully suggests Munger look up his former manager and trainer, Ruben (Nicholas Colasanto). Munger takes his advice. Later, Tully tells combative white barfly Oma (Tyrrell) and her easygoing black boyfriend Earl (Curtis Cokes) how impressed he is with Munger. Inspired, Tully decides to get back into boxing himself.
Tully's life has been a mess ever since his wife left him. He drinks too much, cannot hold down a job, and has to pick crops to make ends meet. He moves in with Oma after Earl is sent to prison for a few months. Their relationship is rocky and Tully eventually breaks it off.
Munger loses his first fight, but perseveres. Unlike Tully, he does not let setbacks get the better of him. The young man gets pressured into marriage by Faye (Candy Clark) and soon has a baby on the way.
In his first bout back, Tully narrowly defeats tough, well-respected Mexican boxer Lucero (Sixto Rodriguez), but gets discouraged when he gets only $100 for it. He breaks up with Ruben (whom he still blames for the loss of a big fight long ago) and goes back to his old ways. He tries to make up with Oma, only to find her back with Earl.
Later, Munger is returning home after a win and sees a drunk Tully. Munger tries to ignore him, but when Tully asks him to have a drink with him, he reluctantly agrees to coffee. After a short while, Munger gets up to leave. Tully asks him to stay awhile longer. Munger agrees, but the two men have nothing to talk about, and the film ends in awkward silence.
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