Cesar Dominguez (Antonio Banderas) and Vince Boudreau (Woody Harrelson) are old friends and failed boxers who work out at the same gym in Los Angeles. When they are offered the chance to fight each other on the undercard of a Mike Tyson championship match they jump at it, and set off for Las Vegas by car with Cesar's girlfriend - also Vince's ex - Grace (Lolita Davidovich). En route the two men bicker and worry about the fight, but neither is prepared to let this golden opportunity pass them by - no matter what the cost to their friendship.