"Bags" the boxer (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 money making 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.

A woman becomes involved sexually with her husband's poker partners. During their antics, which are watched by the woman's daughter, the woman has an accident and is crippled for life. The husband dies an alcoholic, the mother commits suicide after learning that her daughter is sleeping with her lover, and the daughter continues having sex with anyone.