Woody Harrelson and Antonio Banderas are Vince and Caesar. Two worn out pro boxers, who have had some bad luck in their careers. Over the years they have become best friends, they have never fought each other until now. A desperate promoter, played by Tom Sizemore in his usual angry role, hires them to fight on the under-card for a Mike Tyson fight that night. They turn to Grace (Lolita Davidovich) Vince's former and Caesar's current girlfriend for a ride to Las Vegas.

This is where it becomes a road movie, they spend the next hour of the movie driving through the desert. Nothing of any interest happens the whole time. Mostly talk, and about the most random things, stuff that's supposed to be deep, supposed to be funny, none of it works. In one strange scene Caesar screams in Spanish for a couple minutes, I'm guessing it was supposed to be funny, but I just found it annoying. Along the way they pick up Lucy Liu, in her 15 minutes on screen she manages to put more energy into the film, than the other three actors combined.

When they finally get to Las Vegas, the film sort of starts to hold some appeal. Although we don't really care about the characters, we know they care about each other, so we become interested in how the boxing match is going end. And like in any sports movie, the movie version is completely different than the real thing, every other punch lands straight in the face with knockdowns galore. The fighting itself is poorly done, all with close shots and quick cuts, so you don't really get a feel of how the fight really looks. I'm betting this is because, neither of the actors spent much time training, so the filmmakers are trying to hide that. The best part of the fight is the strange punch drunk visions each boxer has between rounds. There are also quite a few famous cameos during match, but none of them cause more than a short "ooh.. look who that is."