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New York City, the present. Shawn McArthur (Channing Tatum) is a street hustler, one day when selling counterfeit DVDs and books at the corner of Radio City Music Hall he is set up on by some youths. The youths work for Harvey Boarden (Terrence Howard), a ticket scalper who controls the corner. Shawn fights off three youths but doesn't get his money or products back.

Later Shawn sees Harvey and the youth who stole his money in a cafe and he confronts them. Harvey gives him his money back and offers him a chance to a 'winner takes all' fight for money. Harvey sets up a meeting with his friend and rival, Martinez (Luis Guzman).

Shawn's first fight is at a church in Brooklyn against a Russian. He wins when he knocks the Russian into a water fountain. Harvey takes Shawn to a club where he meets a waitress named Zulay (Zulay Henao), a single mother who Shawn had earlier tried to sell a Chinese fake Harry Potter book to.

In the VIP area to the club Shawn also meets Evan Hailey (Brian White), a professional fighter who used to be on the same college team as Shawn, and was coached by Shawn's Dad. Shawn and Harvey leave after Evan and Shawn nearly get into a fight.

Shawn's second fight is at the back of a store in the Bronx, against a much larger opponent. The fight descends into chaos after interference from some of Harvey's crew and the woman who owns the store pulls out a gun for the destruction of her store. Harvey, Shawn and the rest of Harvey's crew flee the scene and neither fighter gets paid. For his third fight Shawn and the crew go to an Asian owned penthouse. Shawn wins the third fight.

Between fights Shawn meets Zulay a few times, before they eventually consummate their relationship. Shawn and Zulay are visited by Harvey and Shawn leaves in disgust, suspecting Zulay and Harvey of having a sexual relationship. Harvey explains that Zulay places bets for him.

Shawn and Harvey are offered a fight against Evan, and Shawn accepts, but Harvey wants him to throw the fight so that Martinez and his associates can make money. Shawn agrees to throw the fight. Zulay places the bets, a total of $500,000.

Shawn and Evan fight, with Zulay, Harvey and the rest of the crew watching. Evan has Shawn in a chokehold and Shawn is about to throw the fight when he decides to fight back and overpowers Evan. Shawn beats Evan and Martinez threatens Harvey.

At Harvey's apartment Shawn reveals Zulay reversed the bets and they have one million dollars. Zulay picks up Shawn and Harvey and they leave New York with Zulay's daughter and Mother.