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The movie begins as we see a bunch of clips from earlier races this season and we learn that rookie driver Jimmy Blye (Kip Pardue) is tearing up the circuit, already winning 5 races. His business manager (and brother) is right there with him working out endorsement deals and making sure the press come first and basically, running Jimmy's life.

Jimmy's winning is really pissing off last years champion Beau Brandenburg (Til Schweiger) who decides he's not doing very well this year because of his fiancee Sophia (Estella Warren). He breaks up with her, she gives him his ring back and he immediately starts winning again.

Young Jimmy Blye's team owner Carl Henry (Burt Reynolds) is concerned however because his last few races haven't gone so well. In fact, they have been horrible with Blye making all kinds of mental errors. Burt is seeing a pattern he's seen before with an old driver of his who destroyed his career by doing the same sort of things.

He calls that driver, Joe Tanto (Stallone) and convinces him to come out of retirement so he can teach Jimmy how not to destroy his career like he did. Stallone agrees and Reynolds replaces Jimmy's teammate, Memo Moreno, with Stallone.

The side story here is that Stallone's ex-wife Gina Gershan is now married to the driver that Stallone replaced.

The first race Stallone is in comes down to the wire with Jimmy leading and Brandenburg a close second. Jimmy can't seem to pull away from him so Reynolds has Stallone pit and holds him there until the leaders are about to come by. At the last second, Stallone leaves the pit just in time to block out Brandenburg, allowing Jimmy to win the race.

Jimmy is back in the winners circle once again and his brother is right there with him. The brother doesn't like Stallone and doesn't want Jimmy talking to him.

At a bar one night Jimmy meets Sophia and they hit it off right away. They start going out and a jealous Brandenburg can't stand it. Sophia really hasn't gotten over Brandenburg yet.

One night at a party in Chicago the prototypes of next years cars are being introduced and all the drivers are there. Brandenburg gives Sophia her ring back and they are together again. She apologizes to Jimmy but he is so upset that he takes one of the new cars and races it out of the convention center. Stallone hops into another of the new cars and chases him down the streets of Chicago.

Reynolds decides that this whole Stallone experiment is not working so he replaces Stallone with his original driver, Memo Moreno (Gina Gershon's husband).

The next race is a road course in Germany and it's another close one with Jimmy and Brandenburg fighting it out for first. Memo is supposed to be there just to protect Jimmy because he just needs one more victory to be crowned this years champion. Gina Gershon gets on the radio and convinces Memo to "go for it" and Memo starts working his way up to third but when he tries to pass Jimmy, he clips him and Memo ends up in a horrific crash that sends him flying through the air and crashing into a lake on the far end of the course.

Jimmy does a quick u-turn and drives his car to the lake and dives in after him. Brandenburg does the same and the two of them rescue Memo.

Reynolds is pissed and decides that next year he's going to replace Jimmy with Brandenburg and negotiates a deal with Jimmy's brother who will now represent Brandenburg.

Memo is now hospitalized and once again Stallone is racing as Jimmy's teammate. It looked like Jimmy wouldn't be able to race due to an ankle injury but Reynolds finally decides to clear him for the race.

Jimmy's brother tries to get Brandenburg to sign the new contract but he rips it up. Sophia asks the brother how it feels to be used. Jimmy now knows the truth about his brother.

It's now the final race of the year and either Jimmy or Brandenburg can win the championship with a victory. It's another action packed race and in the final laps Stallone has taken the lead but by avoiding an accident, goes flying through the air, lands safely but damages his axle. He can't block for Jimmy now and the two leaders pass him on the final lap.

It's neck and neck coming down to the finish. Jimmy is starting to have a mental lapse but in a "use the force" type scene, he hears Stallone's words of wisdom and in a long slow motion sequence, we see Jimmy beating Brandenburg by just a few inches as Stallone crosses in third while doing donuts in his now out of control car.

Jimmy is the new champion and the film ends with he, Stallone and Brandenburg, together on the podium drinking champagne.

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Stallone and Jimmy Blye
Stallone is called in to be Jimmy's mentor.
Estella Warren as Sophia
She breaks up with last years champ to be with Jimmy but later returns to the champ.
Stallone and Burt Reynolds
All Reynolds cares about is winning the Championship for his team. He calls in Stallone for help.
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