Eighteen-year-old Louden Swain (Matthew Modine) is determined to make history at his Thompson High School wrestling team. His coach (Charles Hallahan) chastises him for attempting to wrestle at a much lower weight class, but after a successful spar with his teammate, Kuch (Michael Schoeffling), Louden dedicates himself to lose even more weight. He tells Kuch that his secret goal is to wrestle a rival named Shute, who is twenty-pounds lighter. Kuch reveals Louden's plan to the school, and, pretending to be Native-American, Kuch insists that Louden is on a "vision quest" to find his "place in the circle."
Sometime later, Louden visit his mechanic father, Larry (Ronny Cox), at the car dealership where he works, and arrives after a scuffle between a salesman and a streetwise customer named Carla (Linda Fiorentino), who accused the salesman of selling her a "lemon." Believing Carla was exploited, Larry punches his co-worker. He sends Louden to take the feisty young woman out for a hamburger, and Carla reveals that she used all her savings to buy the car to drive cross-country to San Francisco, California. Louden is smitten with the tough-talking woman, and asks his father if Carla can stay with them until her car is repaired. She hesitantly accepts the offer.
Louden resumes his strict training, and, over time, Carla drops her guard. She confides to Louden that she is moving to San Francisco in hopes of being an artist. Sometime later, Louden sizes up his rival, Shute (Frank Jasper), and watches him carry a log up a flight of stairs as part of his training.
At the hotel where Louden works part-time as a room-service attendant, he tells his co-worker, Elmo (J.C. Quinn), he is in love with Carla. However, Carla remains distant. When she sketches a picture of Louden, he is flattered. Carla sees Louden at a bar and asks him to dance, but he is disappointed to learn she is on a double date.
At school, Louden collapses from dehydration. As he recovers, he tells his English teacher, Mr. Tanneran (Harold Sylvester), that he is in love with Carla. Worried about Louden's health, Carla visits him during wrestling practice and causes a stir among st his teammates, but he is discouraged when she compares him to a stepbrother. Louden's coach disapproves of his rigorous training, and forbids him from losing any more weight. However, Louden impresses his teammates by reaching the top of a climbing peg board, and the coach allows the boy to continue training.
Sometime later, Louden suffers a nosebleed and worries if he can continue. He sees Carla on a date with Mr. Tanneran and feels betrayed. When Carla confronts Louden about giving her the "silent treatment," he pushes her on the bed and orders her to have sex with him. She curses, but forgives his behavior.
Louden visits Kuch at home, and sees him slapped and berated by his alcoholic father (James Gammon). Afterward, Louden consoles his friend and shares the story of his own mother, who left the family. Kuch confesses that he lied about being Native-American.
Carla attends a wrestling match and cheers Louden on, but he is forced to forfeit when he suffers an uncontrollable nosebleed. Afterward, his nemesis, Shute, tries to intimidate him. Carla takes Louden out for coffee, and he asks her to stay in town. When he acquiesces to her relationship with his teacher, she kisses him.
In time, Louden's nosebleeds continue, and his father insists he take a break from training and visit his grandfather out of town. Carla offers to join him on the road trip. While camping, Louden admits he is a virgin, and Carla confesses that she and Louden's teacher, Tanneran, are only friends. The next day, Carla kisses Louden and they make love for the first time. Afterward, Louden wonders aloud why he cares so much about beating Shute, but Carla encourages him to confront his rival.
Sometime later, Louden returns from school to find Carla gone. He is distraught, and nearly misses his long-awaited weigh-in at his match with Shute. He arrives at the last minute and learns he has hit his target weight of 168 pounds. Before the match, Carla finds him alone in the locker room, and apologizes for hurting him, explaining she left because she thought she was a distraction. When Louden tells her he has no regrets, Carla emboldens him to win the match. Louden's friends cheer him on during the tense bout with Shute. He suffers a nosebleed in the final seconds, but his coach gives him a pep talk. In the end, Louden wins, and the crowd cheers.