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.