Frankie Dunn (CLINT EASTWOOD) has spent a lifetime coaching prominent boxers. The most important thing he has taught them is a fact of life that governs his life both inside and outside the ring: always be sure to protect yourself. Since his daughter distanced herself from him, he does not let anyone into his life. His only friend is former boxer Scrap (MORGAN FREEMAN) who looks after Frankie's boxing club. But everything changes the day when Maggie Fitzgerald (HILARY SWANK) enters his club. Maggie dreams of becoming a professional boxer, but lacks someone who believes in her. For a coach who has never dared to take a chance, she turns out to be his biggest challenge ever.