Jerry Ferro's 40th birthday has brought his life into sharp relief and it's not a pretty picture. A once-promising amateur boxer -- who quit so he wouldn't risk his perfect record of underachievement -- Jerry has been knocking around from one construction job to another and spinning his wheels in an unsatisfying relationship, all the while with an eye toward eventually getting his act together. His last connection to the fight game is the evening boxing class he teaches to middle-aged, middle class, middle management types at a gym in Pasadena, where he also works as a handyman. When venerable boxing coach Eddie Bell asks Jerry if he'd like to spar a couple of rounds with Malice Blake, an up-and-coming pro, Jerry reluctantly steps into the ring. Despite the ass-kicking Jerry otherwise receives, a one-punch knockdown of Blake convinces Jerry that it's time to make his return to competitive boxing...