James Cagney stars as a popular prizefighter who loses his winnings through too much partying and too many women. Cagney's fans finance the boxer's regenerative stay at a New Mexico health resort. For the sake of pretty, poverty-stricken Marian Nixon, Cagney enters into a return bout. He splits his winnings with Nixon, then goes back to his old skirt-chasing pattern with fickle society girl Virginia Bruce. Having had his nose broken, Cagney fixes it up to please Bruce, and stops taking chances in the ring lest his beezer get smashed again. It doesn't take long for Cagney to plummet from popularity, but true-blue Nixon is there for him when he gets wise to himself. The beautifully staged fight scenes in Winner Take All, wherein James Cagney disdains the use of a double, were later excerpted in Cagney's last-ever film, 1985's Terrible Joe Moran.