Two years after throwing his fight with Tank Murdock, Philo Beddoe is still fighting in underground bare-knuckle boxing matches to make money on the side. Philo decides to retire when he realizes that he has started to enjoy the pain. Jack Wilson, a new breed of fighter from the East Coast who mixes martial arts with boxing, is a dominant new fighter. He is so effective at maiming his opponents that his handlers cannot book fights for him.
The Black Widows, the biker gang with a long-running grudge against Philo, return. They still want revenge for the destruction of their bikes. However, Philo bests them in a chase that runs through an asphalt machine during a road-paving project.
After a fight between a mongoose and a rattlesnake, one of the handlers realizes that if Philo, king of the West Coast brawlers, agreed to fight Wilson, then it would be the biggest draw in the history of bare-knuckle boxing. The handlers, led by handicapper Jimmy Beekman, in conjunction with the Mafia, kidnap Philo’s girlfriend, country-western singer Lynn Halsey-Taylor, in order to coerce Philo to agree to the fight. The fight is to take place near Jackson, Wyoming. The Black Widows follow Philo there. (It is unclear how they learned where Philo was heading.)
Wilson, however, is a prize fighter with morals. After learning of the plot, and helping Philo and Orville rescue Lynn, he decides that they really do not need to fight. However, both fighters’ personal pride makes them wonder who would have won. The brawl between the two characters takes place after all, but it is punctuated by pauses and personal reflections on their mutual admiration for each other. Meanwhile, the Black Widows bet everything they have on Philo because, despite their rivalry, they know that he is the better fighter. When the mobsters decide to kill Philo once he gains the upper hand, the Black Widows protect their investment by beating up the Mafia men. Wilson eventually breaks Philo’s arm and offers to end the fight, but the two men continue the brawl. After a long fight, Philo knocks Wilson out long enough to qualify for a win. Wilson helps Philo to the hospital, then later on have a drink at the Million Dollar Cowboy Bar. On their way home, Philo and the Black Widows declare a truce and part amicably. After reaching California, they get pulled over by one of the cops responsible for setting up the fight at the beginning of the film. Lynn calls out, “right turn, Clyde!” Clyde promptly knocks out the cop and they immediately drive away.