Johnny Walker (Mickey Rourke) is a down-and-out Boxing with brain damage who has recently moved into a sea-side resort. He falls in love with Ruby, a carnival owner who has a lot in common with Johnny. He also befriends Wesley Pendergrass (Christopher Walken), a corrupt promoter. Wesley and Johnny form a strong friendship, and it's clear that Johnny comes to idolize Wesley who wants to use Johnny as muscle in a robbery and asks for his help. Johnny has to choose between the love of Ruby (Debra Feuer) or the friendship of Wesley.