The film begins with Mike Terry (Chiwetel Ejiofor) teaching a Brazilian Jiu Jitsu class. He places three marbles into a cup (two of the marbles are white, one is black). Mike’s prized student Joe (Max Martini) and another fighter each reach into the cup and pick one marble. Joe picks the black marble, which means that he gets a handicap. Joe has one of his arms tied to his body. Mike says that having his arm tied to his body while he fights is not really a handicap if he can control himself. He says that there is always an escape. Mike’s wife Sondra (Alice Braga) enters the studio, which causes all of Mike’s students to be distracted. He tells them to remember that a man distracted is a man defeated. Joe and the other fighter square off against each other while Mike yells out pointers and reminders. The other fighter chokes Joe and he is unable to escape from it, and so Mike ends the fight. He has his other students hit the locker room while he has Joe remain behind. He’s disappointed that he couldn’t escape, since he knows the escape but he lost his focus. Mike knows that Joe wants the black belt, and so he has him fight Snowflake (Jose Pablo Cantillo), a black belt student. Snowflake pins Joe down, which makes Joe angry. Mike has to end the fight again and tells Joe to hit the locker room.
Laura Black (Emily Mortimer), a troubled lawyer, drives down the street in the pouring rain while talking on her cell phone. She’s particularly anxious because she’s trying to get to the pharmacy to get her medication refilled. She sees the pharmacist closing his store and getting into his car. While she tries to get his attention, Laura sideswipes Mike’s truck. Laura tries to get the pharmacist to come back, but he leaves. Back in the studio, Snowflake leaves as Joe is on his way out. Joe’s a police officer, and he puts on his gun holster. Before he can leave, Mike pulls Joe aside to teach him a quick lesson. Joe takes out his gun and places it on a railing. Mike shows Joe that he needs a new gun holster, since the one he’s wearing is too loose and an opponent can use this to their advantage by flipping him over with it. Laura enters the studio incredibly upset. She tries to explain that she hit Mike’s car when Sondra calls Mike into the back. Mike tells Joe to take Laura’s jacket, since she’s soaking wet. Joe reaches out to get her jacket, but Laura panics. She runs her hands across the railing, grabs the gun, and accidentally shoots out the front window of the studio. Joe yells out that he’s a cop and takes back his gun. Snowflake comes back inside and asks if anyone’s hurt. While Sondra takes Laura into the back, Joe tells Mike that the wind knocked out the window. If he reports what really happened, Laura will be arrested for attempted murder of a police officer and be thrown in jail. Since it was an accidental discharge, he doesn’t want to ruin her life over it. Joe and Snowflake leave the studio. Laura apologizes for what happened, but Mike tells her that Joe is giving her a pass and it won’t be reported.
After Laura leaves, Sondra gets after Mike for letting her go without paying for the damages to his truck and the window. She also tells him that his check for the martial arts supplies was bounced. If they pay for the window, they won’t have money to pay for the rent. She urges him to talk to her brother Bruno for a loan. As Mike leaves the studio, Joe’s wife drives up and talks with him. Mike tells her that Joe just left, and says that he’s probably going to the club to work as a bouncer. She says that Joe quit working there some time ago. Mike goes to Bruno’s club and stands at the bar to talk with the bartender. Jimmy (Cyril Takayama), a magician who uses a cane to walk, comes up to the bar as well. He tries to pay for his next drink with a magic trick, but the bartender won’t have any of that. Jimmy still shows his magic trick to Mike. He places a black dice in his hands, and when he moves his other hand over it he makes the color change to white. Mike asks the bartender why Joe stopped working there, and the bartender tells him that he quit because Bruno didn’t pay him for his work. Upstairs, Bruno Silva (Rodrigo Santoro) talks with Marty Brown (Ricky Jay) about an upcoming fight. Bruno’s brother Augusto will fight Taketa Morisaki in the near future. Marty says that they need a gimmick, since they’re not selling tickets. Marty and Bruno come up with an idea for a grudge match. If Augusto loses the fight, he will have his father The Professor hand over his red belt. If Morisaki loses, he will hand over his belt, which is worth a quarter of a million dollars. Mike enters the room and asks to speak with Bruno alone. Mike confronts Bruno with not paying Joe what he earned, but Bruno doesn’t care and has no intention of paying him. Mike also asks for a loan, but Bruno tells him to enter the undercard tournament, since the prize is fifty thousand dollars. One of Bruno’s workers interrupts them and tells Bruno that celebrity Chet Frank has come to his club without his bodyguards. Bruno tells him to get some reporters outside so that they can get some free advertising.
Chet Frank (Tim Allen) sits at the bar next to Jimmy. He notices a woman sitting nearby and pays for her drink. A man approaches the bar and tells Chet that the woman is his. Chet apologizes, since he didn’t know that the woman was with him. The man asks Chet why he came alone to the club, but he says that he just wants a drink. Tensions escalate, and both men start to shove one another. Chet punches the man in the face and turns to leave, but the man gets up and beats him up. The man breaks a bottle and is about to use it on Chet when Mike intervenes and holds him back. He tries to take the man outside, but the man’s friend joins the fight. Mike kicks the other man away and knocks the first guy out in self-defense. The second guy pulls a knife and slices Mike’s arm. Mike grabs Jimmy’s cane and uses it to defend himself. He knocks the knife away and chokes the man until he passes out. Some time after that, the police arrive at the bar to question what happened. Mike is friends with most of the cops since he teaches a lot of them, and he says that it was just a bar fight. Chet is alright, and so is Mike (who shortly leaves). The cops and Chet watch the fight again through the security camera footage, and Mike’s moves catch the attention of Chet. The next day, Mike exercises at home when Sondra again confronts him about their money problem. She knows that they didn’t get a loan from Bruno, and is upset since she’s going to have to pay for the window out of her own pocket (she runs a side business of designing dresses). Sondra asks Mike why he won’t fight, but he says that competition weakens the fighter. There’s a knock at the door, and a man in a suit has a package for Mike. It’s from Chet, who thanks him for the help last night and invites him to have dinner at his house. Sondra can’t believe that they’re going to dinner at Chet Frank’s house, and Mike also sees that Chet has given him a gold watch as a gift.
Mike goes to the police station and makes small talk with the cops in the locker room. He approaches Joe and gives him a black belt. Joe says that he doesn’t deserve it, but Mike tells him that it’s overdue. Joe accepts it and hugs Mike. Mike also gives Joe the gold watch Chet gave him, telling him to pawn it for cash (since he feels bad for hooking Joe up with the bouncer job and him not being paid). Mike goes to the studio and sees that workers are putting up a new window. He asks who’s paying for this, and sees Laura. She apologizes for what happened previously, and hands him a check to pay for both the window and the truck damages as they drink at a bar. Mike’s friend Richie (David Paymer), a loan shark, spots him and strikes up a chat. During this time, Laura takes some of her medication. She accidentally touches glasses with Mike and becomes startled. She apologizes for how she acts, and Mike brings her back to the studio. Laura asks what all the belts mean. Mike says that a white belt is for beginners, and a black belt is given to someone who the master deems fit enough to instruct. She asks him what the red belt means, but he says that there’s only one red belt. He walks right up to her and asks if he can hit her if she grabs him. She says that he could use his knees to hit her, and so Mike points out that if she changes her position and grabs him, he will no longer be able to hit her. She can only be hit if her opponent is right in front of her, and so he tells her to not be put in that situation. He hands Laura an application form should she wish to continue her training.
That night, Mike and Sondra have dinner at Chet’s house. Afterwards, Chet walks around with Mike while Chet’s wife and her friend talk about dresses with Sondra. During this time, Chet’s producer (Joe Mantegna) watches dailies of Chet’s new movie. Chet asks Mike about his training, and is impressed and grateful with what he did at the bar. Sondra gets along quite well with Chet’s wife and they plan to do business together. Chet retires for the night since he has to wake up early to be on set. Chet’s wife gives Sondra all her phone numbers and tells her to call her tomorrow. Sondra picks up three marbles and encourages Mike to tell everyone about his fighting technique. He explains the marbles to them, and Chet’s producer loves the idea. It’s also revealed that Mike used to be in the military. The producer gives Mike his business card and tells him to come by the set tomorrow. The next day, Mike goes to the film set, where Chet’s new movie is about the Gulf War. Chet’s producer gives Mike a copy of the script and tells him to get comfortable while he waits for Chet. As Mike grabs a drink, he sees a stunt coordinator trying to teach an actor some moves. The stunt coordinator actually knows Mike and has him help demonstrate the fight moves. They fight with rubber knives and Mike stops when he sees Chet. He pulls Mike aside and asks him to help clarify some military lingo in the script. Chet likes him so much that he wants to make him a co-producer on the film. He plans to meet up with him that night for dinner with his producer.
Mike goes back to his studio and faxes over his marble idea (complete with diagrams and instructions) to Chet’s producer. Sondra comes in and is excited that Chet’s wife wants to do business with her. Mike tells her that Chet wants him to be a co-producer on the film and they want to use his marble technique in the film. He realizes though that no one will be at the studio to teach his class, since he’s going to have dinner with Chet and the producer. Sondra says that since Joe’s now a black belt, he can teach Mike’s night class for him. Sondra leaves to make plans with Chet’s wife. As Mike goes through the script, Laura comes back to the studio with the application form filled out. Mike and Laura silently sit and look at each other. He says that the first step is the hardest step, and that’s to leave the outside world outside. Laura gets up and says that maybe this isn’t for her. She says that she was raped by a man twice her size while he held a knife to her throat. Mike grabs a rubber knife and holds it to Laura’s throat from behind. He instructs her to move his arm closer to him so that she can stab him. Laura lets out all her anger by stabbing Mike with the fake knife. Later on, Mike gets ready to leave for dinner and thanks Joe for taking the night class. Joe tells Mike that the watch he gave him to pawn was stolen, and he was caught with it at a pawn shop. His superior officer asked him how he got the stolen watch, but Joe refused to tell him, and so he got suspended. Mike says that this whole thing is a misunderstanding and promises to clear it up, but Joe doesn’t want him to. If he tells his superior officer that he got the watch from Mike, it’ll bring shame to the studio. Mike still promises to help clean up the mess. That night, Mike meets up with Chet’s producer at a restaurant. He says that Chet can’t make it due to filming. Ed O’Neill has a cameo as someone who plans to talk with the producer later on. Mike tells the producer about what happened with the watch. The producer says that he’s shocked that the watch was stolen, but promises to clear everything up. He goes outside to use his cell phone and says that he’ll be right back. However, he never comes back. Mike waits all night for him to return, but has to leave when the restaurant closes.
When he gets home, he finds that Sondra can’t reach Chet’s wife anymore. All of the phone numbers she provided are now out of service. Sondra is particularly upset because she ordered thirty thousand dollars worth of fabric from Brazil so that Chet’s wife would use it in her clothing store. Mike asks her where she got the money for the order, and she says that she got it from Richie. Mike can’t believe how stupid she was to get money from a loan shark. The next day, Mike tells Richie that the money’s gone. Richie says that they have a problem, since the money wasn’t his and he’s going to have to produce the money for the people who gave it to him. He asks Mike if he has anything of value, and Mike’s attention turns towards the TV. Dylan Flynn (Randy Couture) is interviewing Bruno and Marty to promote the upcoming Augusto Silva vs. Taketa Morisaki fight. To sell more tickets, they are promoting Mike’s marble idea as their own. Mike immediately gets Laura to act as his lawyer. She says that the marble idea is Mike’s and Marty and Bruno stole it from him. Marty’s lawyer won’t back down, and Marty asks Mike what he wants. Mike is willing to settle with a money payment that day, which Marty balks at. He tells him that if he wants money, he should enter the undercard tournament. Chet’s producer enters the room, and Laura realizes that there’s a conspiracy going on. As she leaves with Mike, Marty’s lawyer approaches her with some new information they have. They have learned about the window being shot out by Laura, and they have her fingerprints on the bullet casing. Since Joe did not report the attempted murder of a police officer, it looks like he was bribed to stay quiet by Mike, who gave him a gold watch. They can burn Joe for this, and all three of them will be sent to prison. Mike and Laura tell him that they’ll see him in court.
Mike goes to Joe’s house to talk with him only to find dozens of police officers already present. Joe’s wife grows furious at Mike, since Joe shot himself in the head. In his suicide note, he said that he did it so that he wouldn’t bring shame to the studio and Mike. She’s in debt, and since Joe killed himself she won’t get his pension. Mike goes back to the studio and lets out all his frustration and anger on a punching bag. He sees Marty’s business card and joins the undercard tournament. Snowflake will be his trainer, and all the fighters are brought to the stadium where the fight will take place. Mike sees that the promoters have exploited his marble technique incredibly fast. Mike trains with Snowflake as the first fighters proceed to the ring. The fighters put in their mouthpieces as a man wearing a mask is escorted to the ring with a stick. He shows the fighters a cup and places the three marbles inside. One of the fighters picks the black marble, and so he has an arm tied to his body. Flynn gives commentary on the new technique and calls it very exciting. As the fight begins we see that Laura, Richie, and Mike’s stunt coordinator friend are in the audience. The fighter with the handicap loses the match. Mike is called up for the next fight. During this time, Laura waits in line for another beer but grows impatient. Instead, she stands by herself and lights up a cigarette, but a worker tells her that she can’t smoke. Mike gets prepared and is led near the ringside along with Snowflake. While making his way towards the ring, he sees Flynn doing more commentary on the fighting. Mike also sees one of his cop friends, who says that it’s a shame what happened to Joe. Mike sees on the big screen that The Professor is present, along with his red belt. As Mike waits, he spots Jimmy’s cane in a dressing room. He peeks inside and sees that Jimmy is the man in the mask who presents the marbles onstage. He also sees Jimmy practice changing the colors of the marbles.
Mike confronts Bruno about the fights being fixed. He says that they are, not even trying to hide it. Marty says that none of the fighters were supposed to know, including Mike. He says that they get to choose who gets a handicap and who gets a pass. For all of Mike’s fights in the tournament, they will have the other fighters get the handicap so that Mike will win the money. Also, it turns out that Augusto is going to throw the main fight so that they could promote the rematch. Mike can’t believe that he’s going to throw the fight in front of The Professor, but Augusto calls him a useless old man. Mike is called to the stage for his fight. As Mike leaves, he sees Chet’s producer is also present. He says that Joe killed himself over the window and watch incidents, and asks him how he found Laura shot out the window. The producer bluntly tells him that Sondra sold him out. Mike also sees on the TV screen that Sondra has arrived at the stadium in the company of Chet and his wife. Broken, Mike refuses to fight and hands in his passes along with Snowflake. As Mike starts to leave the stadium, he sees Laura smoking a cigarette. He walks over to her and tells her everything that’s happened, hanging his head down in shame. Laura slaps Mike in the face.
Flynn finishes his commentary ringside and starts to walk to his seat when Mike calls out for him. Security guards try to hold Mike back, but he lays them out. More guards come and try to restrain Mike, but he continues to defeat one after the other. Snowflake tries to help but is hit in the head with a stick. Bruno comes out and asks Mike what he’s doing. Mike says that he’s blowing this whole thing up and ending the charade. Bruno says that he’s not going anywhere as more guards fight Mike. After more fighting, Mike knocks out the last guard and starts to walk to the ring. Augusto sees Mike and asks him where he thinks he’s going. Mike says that he’s going to expose all of them, but Augusto won’t have any of that. He fights Mike before he can reach the ring. As Flynn is doing more commentary on the event, he sees the fight happening out of the corner of his eye. He has his cameraman film the fight, and it is shown on the big screen of the stadium. The fight catches everyone’s eye and they all give their attention to the side of the ring. As Augusto and Mike beat each other up, Augusto manages to choke Mike. He starts to lose consciousness, but then he sees The Professor watching in the audience. Mike remembers that there’s always an escape and musters up enough strength to run up a wall and flip behind Augusto. He chokes Augusto until he falls passes out. The crowd is stunned. Mike again starts to walk towards the ring. Morisaki (Enson Inoue) approaches Mike and gives him his belt. Laura runs up and embraces Mike, who gives her the belt to hold onto as he enters the ring. Mike has the microphone lowered and is then surprised to see The Professor entering the ring.
The film ends with The Professor giving Mike the red belt.
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