A dishonest businessman asks rich layabout Craig Blake (Jeff Bridges) to help him buy a gym, which will be demolished for a development project in Alabama. But after spending time with weightlifter Joe Santo (Arnold Schwarzenegger) and gym worker Mary Tate Farnsworth (Sally Field), Craig wants out of the deal. The property negotiations turn ugly, causing a brawl at the gym and a spectacle at a big bodybuilding meet, as Craig learns that it's not easy to turn your back on fair-weather friends.