A homeless veteran, Michael "Duffy" Duffield (Grillo), meets a talkative Ex-Con, Max Bomer (Phifer) who notices Duffy's skills after he gets into a bar fight and offers him a well-paying "job" in underground fight clubs. The pair form an unlikely partnership after their first fight and decide to travel to LA so Duffy can atone for his past and Max can pay back a crime boss, Sage Parker (Mulroney). Duffy enters Sage's fight club and eventually wins, but it also gets him tied up in the crime world and offered jobs he can't refuse, including one with Sage's partner and Police officer, Ellen Ridgway (King). The deeper Duffy goes in this world, the more deadly it gets.