Gabriel Caine has just been released from prison when he sets up a bet with a business man who owns most of Diggstown, a boxing-mad town. The bet is that Gabe can find a boxer that will knock out 10 Diggstown men, in a boxing ring, within 24 hours. Roy 'Honey' Palmer is that man that, at 48, many say he is too old.

• Metro-Goldwyn-Mayer
• James Woods
• Louis Gossett Jr.
• Oliver Platt
• Heather Graham
• Randall "Tex" Cobb
• Thomas Wilson Brown
• Bruce Dern
• Marshall Bell