After the death of Emperor Marcus Aurelius, his devious son takes power and demotes Maximus, one of Rome's most capable generals who Marcus preferred. Eventually, Maximus is forced to become a gladiator and battle to the death against other men for the amusement of paying audiences.

Tommy Riley has moved with his dad to Chicago from a 'nice place'. He keeps to himself, goes to school. However, after a street fight he is noticed and quickly falls into the world of illegal underground boxing - where punches can kill.