"Bags" the boxer (funnyman Tim Conway) and his manager, Shake (Don Knotts), are quite a pair: One is a dim bulb, and the other has a mean streak. Times are tough and they must save their gym, so they line up some moneymaking fights. But when Bags and Shake discover that the bouts have been rigged, they end up with their backs to the wall and must fight back -- literally.

After a life of hard knocks and wrong turns, boxer Ed Jones gets a second chance at fulfilling his life long dream of a World Boxing Championship. With the help of veteran promoter, Arliss King and the guidance of a former champ, Ed embarks on the come back of a lifetime. When Ed starts winning and with his popularity soaring, he draws the attention of an unscrupulous fight promoter, White Ferguson. Although tempted by promises of big money and boxing glory, Ed makes a decision to remain loyal to Arliss. His dream in sight, Ed is on top of the world and at the top of his game.