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The movie opens with two high school girls arguing in the bathroom. One of the girls has stolen the other's boyfriend. As they are arguing Michelle Rodriguez walks in and takes the side of her friend. She gets very angry with the other girl and starts fighting with her, knocking her down. We next see her in the principal's office and he tells her that since she's already been in to his office three or 4 times, the next time, she'll be expelled.

Michelle goes home and her father gives her some money to take to the gym to pay for her brothers boxing lessons. Her brother's not interested in boxing and is more interested in art. Wanting to win his dad's approval, he continues with his boxing. Michelle becomes interested enough in boxing that she decides she wants lessons too. Knowing that her father would be absolutely against it, she sells items that belong to her, steals money from her father and convinces one of the boxing coaches to work with her.

There are two other young boxers training at the gym. One is a hot head and doesn't listen to his coach. The other is a handsome, talented boxer who has a beautiful girlfriend that visits him at the gym frequently.

Michelle trains very hard and is truly interested in learning to be a boxer. One night, the coach takes her to a professional bout. After the match is over the coach has to leave to meet his wife and asks the handsome boxer from the gym, to take her home. They talk and she learns that he's not much interested in his girlfriend anymore. Their evening ends with a kiss.

Her relationship with her father is stormy. He is overbearing and dominating and doesn't want her to accomplish anything in life. He still doesn't know that she's boxing. He had been abusive to her mother, driving her to suicide. Her brother knows that she's boxing and gives her the money he's supposed to be using for lessons.

The New York amateur tournament is starting and she's good enough to box in it. On the night of her first match, her opponent cancels out because she got a professional bout. The hothead from the opponent of the gym has also canceled. So the hothead and Michelle box each other. As they are boxing, her father walks in and sees her, watches for a few moments then storms out. She wins the match because the hothead is disqualified for hitting below the belt and shoving.

She goes home, argues with her father and platonically spends the night in bed with the handsome boxer.

Her second match is with another female boxer and she wins again.

The coach has a party where the handsome boxer comes with his old girlfriend andMichelle leaves the party deeply depressed and distressed. The handsome boxer eventually tells Michelle that it was a mistake to get back together with his old girlfriend and that he really loves Michelle.

Eventually the final amateur championship matches are determined and it turns out that she and her new boyfriend have to fight each other.

At first he is opposed but finally decides to fight because this is his only chance to get out of the slums. They fight and Michelle wins convincingly.

After the match is over, he goes up to her and asks her just one thing…. "Satisfied?" in a very angry tone. He then just walks away.

The closing scene shows her a few days later in her tiny locker room and the handsome boxer walks in. They talk about their goals in life and will try to help support each other.

They embrace as the film ends.

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Michelle Rodriguez:
She ends up fighting her boyfriend in the Amateur Finals and defeats him.