ake Tyler (Sean Faris) gets thrown off the football team for fighting, but takes it in stride because he is leaving this school anyway. At his new school, Jake has a hard time fitting in. He catches the eye of Baja Miller (Amber Heard), when he rescues her in class by correctly answering a question for her.
Later, Jake notices fellow student Max Cooperman (Evan Peters) getting beaten upon campus. Jake rushes to Max's aid, only to discover that the "bullying" he disrupted was actually a street-kickboxing match. Everybody present, including Max, demands that the astonished Jake leave.
At school the next day, Max lets it be known that there are videos on the internet of Jake's football brawl, which has gained him a positive reputation on campus. Max invites Jake to come and learnmixed martial arts with his instructor, while Baja invites Jake to a party at her boyfriend Ryan McCarthy's mansion. Jake declines the former offer but accepts the latter. At McCarthy Manor that night, host Ryan (Cam Gigandet) - having seen the internet footage - challenges Jake to demonstrate his brawling prowess in a fight against Ryan himself. When Jake refuses the challenge, letting Ryan knowthat Jake came to the party only because Baja invited him, Ryan kisses Baja in front of Jake to verify whose girlfriend she is. Jake realizes that he's being set up, and attempts to leave - until Ryan makes taunts about the disgraceful death of Jake's dad. An angry Jake accepts the challenge but is brutally defeated by Ryan. Baja appears disgusted with Ryan for continually beating on Jake, despitethe fact that Jake was obviously down and out.
A day later, Max comes to Jake's house, and repeats the invitation to come and learn Mixed Martial Arts from Max's instructor, Jean Roqua (Djimon Hounsou). After careful consideration and thought, Jake accepts. He meets Max at Roqua's gym and is introduced to Roqua himself. Roqua briefly interviews Jake...who, he senses, is there for the wrongreasons. Roqua tells Jake to come back in the morning with Max to begin training in beginners class, but Jake wanted to learn quickly and asked Roqua if he could train with the Advanced Students instead. Max pleads to Roqua that he has tremendous talent, sensing Jake's eagerness, Roqua puts Jake through a series of training circuits to prove his mettle and worth. Nonetheless, Jake is successful andRoqua allows Jake to train with him - on the condition that Jake does not fight anybody for any reason outside the gym. The next morning Jake arrives at 5am to get an early start. Jake notices that Roqua apparently lives in the gym. Roqua allows him into the gym to begin his early workout and notices Jake struggling with the punching bag. Roqua explains to him the philosophy behind proper breathingwhen hitting. Jake's ego goes into overdrive when he fails to follow Roqua's instruction and blames the bag for being too heavy for his lack of improvement, spurring Roqua to demonstrate the proper technique. Standing stunned, Roqua explains to Jake that "It is not just him, everyone has their fight."
The night after Jake's first training session, Baja comes over to his house to apologize forsetting him up at the party. Jake quickly retorts after Baja tells him about her school life, saying "Does that mean I'm meant to feel sorry for you because you're popular?" The next day, Baja confronts Ryan and breaks up with him on account that he beat Jake up. In his anger, he grabs Baja's arm and refuses to let go, even after she pleads. Jake appears and attempts to stop it, only to which Ryaninsults his late father, saying "You're weak, like your old man... was". This insult has a negative impact on Jake's training that afternoon. At the gym, he is too aggressive, and, Roqua, sensing this, tells him to go home to cool off. Jake responds by insulting Jean saying "At least I have a home" referring to the fact that Jean Roqua lives in the gym. Max gives Jake a ride in his Mustang...