After losing a fight, boxer Zack Gomes (Alex Meraz) is informed by a doctor that he has sustained a partially detached retina, and he may risk permanent blindness should he receive another hit to the head. On his way out of the hospital, he overhears the receptionist talking about MMA while viewing the website for an upcoming underground event known as “The Beatdown”. Talented MMA fighter Tim Newhouse (Todd Duffee) struggles to help his family when they are in debt following the death of his father. Former high school wrestler Mike Stokes (Dean Geyer) is the new kid in college and deals with issues involving his father leaving his mother for a man. Comic book store clerk Justin Epstein (Scottie Epstein) is walking home when he is run down and stabbed by bullies. However, he is saved by Tim and his martial arts master Case Walker (Michael Jai White), who are training in a vacant lot.
Mike gets kicked off the college wrestling team for starting a brawl and knocking out a teammate who made degrading comments about his father. Afterwards, he goes to see Max Cooperman (Evan Peters), who had previously contacted him about entering the Beatdown. Outside Max’s dorm room, Mike meets Zack with both taking an instant disliking to each other. As part of their tryout, they brawl for a bit and Max tells them that while they are good, they need to get better. Max proceeds to refer them to Case, who is described to have a lifelong history of martial arts that consists of being a Kyokushin karate black-belt, a former collegiate wrestler, a Brazilian Jiu-Jitsu expert and Self defense instructor. He was set to become a phenomenon in the MMA world years ago.
They find Case at his home in an old junkyard with a makeshift gym where Tim and Justin are already training. Case is at first reluctant to train either of them, but he states that he will teach each of them differently and they must follow his orders without question. A few weeks into training, they each get into an argument over their reasons for training and deserving to be there more, the worst of it being Justin and Zack hurting each other physically, leaving them to settle it themselves. Max goes into Case’s trailer and offers him the chance to make some money and at the same time, help him promote the Beatdown. Later on, Case is harassed by police officers, who threaten him for violating his probation. Because of this, the team builds a new gym where they can train and hold the Beatdown tournament. Danger strikes when Justin snaps from constant bullying, goes rogue and decides to not only attack his personal enemies but also the group itself by framing their mentor and setting him up to go to jail. The rest of the group find out what has happened to Case and decide to band together and take on Justin at the Beatdown to avenge their mentor. With each facing their own trials to reach the final match, it comes down to only one of them versus their own. Mike defeats Zack, while Justin injures Tim in the restroom – thus eliminating him from the tournament. In the tournament finals, Mike engages Justin in a grueling fight until he wins by breaking Justin’s right shoulder via an Omoplata submission hold. Justin attempts to retaliate by jumping Mike from behind, but Mike counters with a superman punch to the face.
As Mike and his girlfriend Eve (Jillian Murray) celebrate his win, he finally calls his father and ask him to go out to dinner because they have a lot to talk about. Case gets a call from “Big” John McCarthy and confirms his return to MMA.