"Vince, all you need is the bell" -- Grace Pasic to Vince Boudreau

"I could get Julie here ranked with one phone call" -- Promoter Hank Goody, referring to the female secretary in the office.

Another look at boxing through the eye of sport-oriented writer/director Ron Shelton. Play it to the Bone stars Antonio Banderas and Woody Harrelson as two prototypical Shelton characters. Banderas is Cesar Dominguez and Harrelson is Vince Boudreau, and aside from both boxers well past their prime, the two are close friends. They also have one other thing in common, Cesar's girlfriend Grace Pastic (played by Lolita Davidovich) is Vince's ex. No surprise there, since Grace has a thing for middleweights.

Shelton has a real affinity for the unheralded athlete. Like Crash Davis in Bull Durham and Roy "Tin Cup" McAvoy in Tin Cup, Boudreau and Dominguez have hunger and talent but never quite achieved the major success they feel they should have.

The two are working out in the gym when the phone rings. Promoters Joe Domino (Tom Sizemore) and Hank Goody (Robert Wagner) are calling from Las Vegas. The undercard on their big pay per view fight involving Mike Tyson has just fallen apart (one fighter felled by drugs, the other by a DUI car accident) and the promoters are in desperate need of two fighters for a fight that very night. After some haggling that gets the winner of the fight a guaranteed title shot, the two fighters are on their way to Las Vegas.

But they aren't flying there. Either they don't want to fly, forgot to make arrangements for the promoters to provide tickets, or they just prefer the drive. They go to Grace and arrange for her to drive them to Vegas. She doesn't mind, it's a chance to go to the fights.

Most of the movie takes place in the car. They take the back roads from L.A. to Vegas, stopping along the way. This is where Shelton's storytelling comes to the fore, as we learn much about the two fighters and why this, probably final, shot at the big-time means so much to both. Grace is in a difficult place, having feelings for both men and wanting both to win. Of course, that's not possible.

Along the way they pick up Lia (Lucy Liu) for a brief interlude of raunch. This is a waste of the movie's time and did little if anything to drive the story forward.

By the time the two friends are in the hotel and headed for their respective locker rooms to prepare, thoughts of friendship are gone, replaced with fears of losing and the desire to win, friendship be damned.

The fight sequences are pretty good as boxing films go. It helps that a true veteran of the world of boxing, Darrell Foster, prepared the two actors, and helped to stage the fight sequences. He also portrays the fight's referee.

All in all this is a good movie, although some of the cliched aspects are a bit overdone. Corrupt promoters, lechery and so on. They may well be the reality of boxing, but we've seen enough of that stereotyping to know that's how it works, without having to be reminded incessantly.

What doesn't get told anywhere in this film, is that there is a true story in the background. Back in the early 1960s, two fighters from East L.A. were summoned to Las Vegas at the very last moment to fight as the undercard on a big event, and the two put on a toe-to-toe slugfest that those who were there remember as one of the greatest fights in history. Those, like noted critic Roger Ebert, who criticize the fight sequences as unrealistic or overly brutal, either didn't bother to learn the whole story, or just didn't care.