Billy Tully, a boxer past his prime, goes to a gym in Stockton, California to get back into shape and spars with Ernie Munger, an 18-year-old he meets there. Seeing potential in the youngster, Tully suggests that Munger look up his former manager and trainer Ruben. Tully later tells combative barfly Oma and her easygoing boyfriend Earl how impressed he is with the kid. Newly inspired, Tully decides to get back into boxing himself.
Tully's life has been a mess since his wife left him. He drinks too much, cannot hold a job, and picks fruit and vegetables with migrant workers to make ends meet. He still blames Ruben for mishandling his last fight.
Tully tries moving in with Oma after Earl is sent to prison for a few months, but their relationship is rocky.
Munger loses his first fight, his nose broken, and he is knocked out in his next bout as well. He gets pressured into marriage by Faye because a baby's on the way, so he picks fruit in the fields for a few dollars.
For his first bout back, Tully is matched against a tough Mexican boxer named Lucero, who is of an advanced age and in considerable pain. They knock each other down before Tully is declared the winner. His celebration is brief when Tully discovers that he will be paid only $100, which causes him to end his business relationship with Ruben. He then returns to Oma's apartment and finds Earl there. Earl, still paying the rent, assures him that the alcoholic Oma wants nothing more to do with Tully.
Munger is returning home from a fight one night when he sees Tully drunk in the street. Munger tries to ignore him, but when Tully asks to have a drink, he reluctantly agrees to coffee. The two men sit and drink, and Tully looks around at all the people immediately around him, all of whom now seem at an impassable distance. Munger says he needs to leave, but Tully asks him to stay to talk a while. Munger agrees, and the two men sit drinking their coffee together in silence.
