Reggie Hall is an inner-city teen that's trying to shake the ruthless drug dealers that killed his brother. Rodney "Lightning" Rhodes is a man of integrity that won't sell out to the underworld powers that run the fight game. Their revenge on his virtues end up costing him his mother and sends him on the lamb becoming a homeless ex-boxer who's life is destroyed. After years on the run he comes to the aid of the inner-city kid that's fighting to make the right choices and not get dragged into the dark world of drug dealers. The homeless ex-boxer defends the young inner-city kid from the dealers full on assault in a random act of kindness. Reggie witnesses "Lightning" Rhodes easily take out these feared thugs with expert skill and wants to learn to fight like that. Rhodes is on the run so he does everything he can to lose the kid, even throwing him out of his homeless camp. Reggie keeps coming back bringing food or whatever it takes, but it's when "Lightning" asks why he wants to learn to fight? Reggie tells him to protect his mom. Something in "Lightning" Rhodes" clicks and he starts to train him. Reggie tells his mom how "Lightning" protected him against the dealers that influenced his brother but she fears this homeless man could be dangerous, and tells him to stay away from the homeless ex-boxer. Reggie Hall's single social worker mom desperately doesn't want to lose another son to the streets so she seeks help through a friend, who gets her unknowingly hooked up with a corrupt cop. That backfires when the cop tries to force himself on her in return for his help, Reggie surprises everyone and saves his mom during the assault and his skills easily give him the advantage over the cop and they recognize he's being trained by someone. Now the drug dealers want revenge on "Lightning" for him protecting the kid and Reggie not selling their drugs. They ambush "Lightning" and Reggie. Reggie gets a knife pulled on him and "Lightning" jumps in front to protect him and gets stabbed. "Lightning" Rhodes can't go to a hospital so Reggie brings him home and his mom reluctant at first, tends to "Lightnings" wounds. Not to be deterred, the dealers force Reggie's girl friend Mariah to give drugs to Reggie to sell. Now things are getting desperate so they come up with a plan and her friends boyfriend who is a good cop says let them follow Reggie into the old abandoned gym, he will hide and they will ask for the drug money and admit to something. Now "Lightning" knows there is too much heat, all this involvement with Reggie forces him to disappear which breaks Reggies' heart. Reggie's mom goes to his old abandoned gym and tells him what he's meant to Reggie, especially after the loss of his older brother. "Lightning" wants to come out, wants to talk with her but knows he can't. The sting to frame the dealers is on, they take the bait and follow Reggie looking for their drugs money. In the dark they arrive and one covers the outside while the other goes into confront Reggie. Reggie tells them he's not selling their crap and doesn't have the drugs. They want the money, the drugs or he'll end up dead like they did his brother. The dealer gets ready to shoot Reggie. The good cop confronts the dealer and gets shot. Then out of the shadows "Lightning" Rhodes diverts and dodges the dealers bullets to empty out his weapon. The fight continues and after Reggie is saved "Lightning" must leave as the sirens get closer. "Lightning" tells Reggie about the powerful people that killed his mom. That is why he must run, not the cops. The future champion of the world Reggie Hall's unlikely bond with a homeless ex-boxer helped him make the right choice. "Lightning" guided Reggie so when the day came for a gym to be dedicated to Reggie "The Rocket" Hall he never forgot his friend and mentor, "Shadow Fighter."