Roo Marcus (Vernon Wells) is a down-and-out guy with a troubled past who was recently released from a mental institution, where he suffered through inhumane conditions and shock therapy. Going back to the only thing he really knows, he begins Punchfighting in brutal, bare-knuckle "circle fights" run by Napoleon. He tries once again to leave the Punchfighting life behind, working at a gym run by his buddy Casper. He even develops a relationship with local tomboy Charlie. But due to circumstances beyond his control, he gets sucked back into Punchfighting, having to contend with musclebound maniac Cannon, and quick, charismatic, Muhammad Ali-like Razor. Will Roo ever find the peace in life he seeks?