Sixteen of the best middleweight fighters in the United States arrive in Los Angeles at the Contender Gymnasium. Each week, the boxers will train at this gymnasium and, with the support of their families who are now living close by, will vie to win $1,000,000 if they win a fight at Caesars Palace in Las Vegas. Teams are divided into East and West and in the first challenge, the winner of which decides the matchup for the fight that week (one fighter from each team), the players must haul three logs up a steep hill. West comes out victorious, and choose Alfonso Gomez and Peter Manfredo as the contenders of the night. In a suprising fight, Alfonso, with help from his father, mother and family, beats Peter, who has his wife and daughter to cheer him on.

The West once again wins the second challenge, a puzzle using flags, they again are allowed to decide the matchup for the week. Ishe Smith wimps out and the team reluctantly allows Jesse Brinkley to challenge veteran Jonathan Reid to the second round of fighting of the show. Tempers flare when Jesse accuses Ishe of betraying his team by rooting for Jonathan instead of himself. Later, in the second surprising upset of the game, Jesse Brinkley defeats Jonathan Reid in a close match of fighting.

The tension between Ishe and Ahmed reaches a boiling point when West wins the third challenge, a dodgeball game, and Ishe challenges Ahmed to the third boxing match. Though Ahmed starts out strong with a heavy barrage of punches in the first round, Ishe gets the last laugh when he wins the very personal match and gets the third spot into the quarter finals.

The teams reconvene after the fight between Ishe and Ahmed, and everyone seems glad that Ahmed was outed. Jeff begins to feel ill, and after consulting a doctor, he finds out that he has chicken pox and that he must leave the entire tournament. In his place, Stallone tells the remaining contenders to vote one person back into the game. Peter Manfredo, jr. from Episode 1 is voted back in with a vote of 8-4 (the other votes being for Jonathan Reid). Later, at the challenge, the East Coast pulls their car to the finish line the fastest, and they choose Najai Turpin to fight Sergio Mora. At the boxing match, Najai gives it all he has but is defeated by a surprisingly strong Sergio.

The first four Contender fights are recapped as Sylvester Stallone and Sugar Ray Leonard host, pointing out what went wrong about the fight, and what the winner did right.

Peter Manfredo, after being let back into the game, begins to feel "off." He has tasted his first defeat when Alfonso beat him, and he is afraid to lose again. At the challenge, which tests versatility, West wins again, and is able to choose the matchup for that night. Miguel Espino chooses to fight Manfredo. At the fight, Manfredo conquers his fears of losing and wins the match, sending an ashamed and sad Miguel packing.

After feeling their first loss of the game, the West Coast team set lineups for the next three weeks - beginning with Anthony (West) versus Jimmy. When West wins the challenge, Anthony chooses not to pick to fight Jimmy because Jimmy's arms are too long, and that challenges him. He does what is best for him, not for his team, and chooses to fight Brent Cooper, a former Alcoholic who turned to religion. That night, all of the other fighters - even Anthony's team - exclude him and wish Brent all the good luck in the world, leading to an explosive pre-fight press conference and an even more explosive fight - Anthony's determination results in a quick win, and only three out of the five rounds need to be fought. Brent is sent packing by Sly, and Anthony's team wishes bad luck upon him.

Tensions are still surrounding the West Coast from last week's "betrayal" with Anthony choosing not to fight Jimmy Lange. Ishe Smith opts not to take a part in the reward for Anthony's win, saying that he doesn't feel right celebrating a win that he didn't want. At the challenge, the teams knock down graffiti-covered walls and load their debris into the back of a new car, and in the end West wins, giving them a choice of the matchup, ultimatley deciding the matchup for the next week as well, by process of elimination. Tarick chooses to call out Juan, the youngest player in the game, and in the fight, Juan surprises everyone by beating Tarick. On his way out of the Contender Gymnasium, Tarick says that he feels relieved that he finally got his shot.

After his tough fight the week before, Juan De La Rosa feels terrible. The show must go on, however, and the remaining two contestants who have not won a fight, Joey Gilbert and Jimmy Lange, prepare for their fights. In the ring, Joey beats out Jimmy in a close fight, and Joey is given a ticket to the second round while Jimmy is sent home. After, Juan quits due to his injuries, and Sly and Sugar Ray take the remaining boxers to Caesar's Palace to give them a glimpse of what a champion's life is like - filled with girls, money, and greatness.

After returning home from Las Vegas, the fighters are forced to vote someone back into the competition. In order to throw Ishe off, a new alliance of Joey, Anthony, Jesse, & Peter vote Ahmed back into the game. In a turn of events, the challenge is completley individual, and the winner will make the choice of who will fight that night. In the first individual challenge, Jesse Brinkley defeats the competition and picks Sergio and Ishe to fight, knowing that Sergio will beat Ishe and send him packing. In the fight, Ishe is unable to conquer Sergio, and he is sent home, the first of the Round 2 fighers to do so.

Things take a turn to the good in the house when everyone is able to see their family during the next challenge of the competition. The challenge, to haul your family member around a horsetrack, makes Peter Manfredo into a winner, and lets him choose who would be fighting that night. He chooses Alfonso Gomez and Ahmed Kaddour to fight, and Alfonso easily claims victory, putting him into the final four instantly.

Since he beat Ahmed in the last challenge, Alfonso was able to choose someone for his reward. He picked Sergio (because Sergio picked him last time) and the two went on a shopping spree. With injuries abound, Anthony did not compete in the challenge, which Jesse won. Jesse, who makes sure he has the easiest fight the next week, matches up Peter Manfredo and Joey Gilbert, leaving Anthony and Jesse to fight next week. After a lot of training and some more inspiration from their families, Peter and Joey fight a good fight, but the two accidentally headbut, cutting Joey's face and ending the fight midway through the fifth round.

Despite being shaken up and being forced to lose ten pounds, so as to qualify for his weight range, Jesse goes through with his fight with Anthony, who has been training harder than ever in order to make his children proud. At the Pre-Fight Press Conference, Jesse and Anthony have a falling out, but at the fight, Jesse has the last word. He knocks out Anthony and becomes the final Contender player to make it to the Final Four.

The stakes are raised when the Stallone and Leonard announce that the last three fights will be seven rounds instead of the usual five, and that the matchups will be decided by the four boxers themselves - and all of the fighters would have to agree. A rematch is decided between Peter Manfredo Jr. and Alfonso Gomez Jr, who fight in their match at the end of this episode. Manfredo comes out the winner, sending him to the finals, and sending Alfonso packing.

Jesse, who knows that he has a big fight to win against Sergio if he wants to be a part of the finale, an amazing opportunity to win $1 million, feels exhausted after his fight with Anthony only days before. Despite support from both family and friends, Jesse gets beaten up badly by Sergio; Jesse comes out of the fight scarred and bruised. Sergio wins the seven-round fight, ensuring him a position in the prestigious final fight at Caesar's Palace.

In Las Vegas at Caesar's Palace, Sergio Mora and Peter Manfredo Jr. arrive to slug it out in a seven-round fight for $1,000,000. Preceded by a fight between Alfonso Gomez and Jesse Brinkley for the Bronze Medal, which Alfonso wins, the ultimate fight is tough and brutal. In the end, Sergio conquers Peter by a unanimous vote, and he becomes the one and only Contender.

In Las Vegas at Caesar's Palace, Sergio Mora and Peter Manfredo Jr. arrive to slug it out in a seven-round fight for $1,000,000. Preceded by a fight between Alfonso Gomez and Jesse Brinkley for the Bronze Medal, which Alfonso wins, the ultimate fight is tough and brutal. In the end, Sergio conquers Peter by a unanimous vote, and he becomes the one and only Contender.