Walking along the railway lines outside his Midlands hometown, Tim discovers his old mentor Alan Darcy, now a down-and-out.

Five years ago: Darcy is a local character who sets up a boxing club for the bored youths from the local housing estates. Tim attends with his mates: hot-headed Knighty, Daz, Meggy, Gadget, Stuart, Benny, Youngy and the drug-dealing Fagash. The club is bankrolled by shady entrepreneur Ronnie Marsh on the condition that his overweight son Tonka be included.

Darcy takes the boys on a hill-walking holiday, nurses Fagash through an overdose and prepares them for an upcoming contest against a rival club. The club members improve under Darcy's tuition, though Tim's new interest cuts no ice with his violent father, Geoff, who was once an amateur boxer himself.

On the night of the boxing contest, Fagash is knocked out and Knighty disqualified from a winning position. Geoff refuses to let Tim in the rihg, provoking a fight in which Darcy loses control and beats Geoff unconscious. The night ends in disarray, the club is disbanded and the distraught Darcy slides into alcoholism.

Back in the present, Darcy dies. Tim phones around his former club mates, and the old gang regroups to attend Darcy's funeral.