The fear is never gone.

Rookie driver Jimmy Bly is tearing up this year's circuit, already winning 5 races. His brother/business manager Demille is right there with him working out endorsement deals and making sure the press come first, putting tremendous pressure upon Jimmy. Jimmy's winning is also angering former champion Beau Brandenburg who decides he's not doing very well this year because of his fiancee Sophia. He breaks up the engagement and she returns his ring, and he immediately starts winning again.

Young Jimmy Bly's team owner Carl Henry is concerned however because his last few races haven't gone so well, plagued with all sorts of mental errors. Carl is seeing a pattern he's seen before with an old driver of his who destroyed his career by doing the same sort of things. He calls that driver, Joe Tanto and convinces him to come out of retirement so he can teach Jimmy how not to destroy his career like he did. Joe agrees and is brought in to replace Jimmy's teammate, Memo Moreno.

The first race Joe is in comes down to the wire with Jimmy leading and Brandenburg a close second. Jimmy can't seem to pull away from him so Carl has Joe pit and holds him there until the leaders are about to come by. At the last second, Joe leaves the pit just in time to block out Brandenburg, allowing Jimmy to win the race. Jimmy is back in the winners circle once again and his brother Demille is right there with him. However, Demille doesn't like Joe and doesn't want Jimmy talking to him. Beau and Joe talk about his decision to break it off, with Joe urging him to re-connect with her; Beau, puzzled, asks him what Joe would do in his position to get Olivia back, and Joe responds that he would "crawl on his hands and knees" if that was what it took.

At a bar one night Jimmy meets Sophia and they hit it off right away. They start going out and a jealous Brandenburg can't stand it. It seems like Sophia really hasn't gotten over Brandenburg yet. One night at a party in Chicago, where the prototypes of next years cars are being introduced and all the drivers are there, Brandenburg gives Sophia her ring back and they are together again. She apologizes to Jimmy but he is so upset that he takes one of the new cars and races it out of the convention center. Joe hops into another of the new cars and chases him down the streets of Chicago. Carl decides that bringing back Joe isn't successful so he reinstates original driver Memo.

The next race is a road course in Germany and it's another close one with Jimmy and Brandenburg fighting it out for first. Memo is supposed to be there just to protect Jimmy because he just needs one more victory to be crowned this years champion. Cathy gets on the radio and convinces Memo to "go for it" and Memo starts working his way up to third but when he tries to pass Jimmy, he clips him and Memo ends up in a horrific crash that sends him flying through the air and crashing into a lake on the far end of the course. Jimmy does a quick u-turn and drives his car to the lake and dives in after him. Brandenburg does the same and the two of them rescue Memo. Carl, angered by Jimmy making the rescue by giving up securing the championship, decides to replace Jimmy with Brandenburg for the next season and negotiates a deal with Jimmy's brother Demille who will now represent Brandenburg. With Memo now hospitalized, Joe is racing again as Jimmy's teammate. It looked like Jimmy wouldn't be able to race due to an ankle injury but Carl finally decides to clear him for the race. Demille tries to get Brandenburg to sign the new contract but he rips it up. Sophia asks Demille how it feels to be used, and Jimmy now knows the truth about his brother.

It's now the final race of the year and either Jimmy or Brandenburg can win the championship with a victory. It's another action packed race and in the final laps Joe has taken the lead but by avoiding an accident, goes flying through the air, lands safely but damages his axle. He can't block for Jimmy now and the two leaders pass him on the final lap. It's neck and neck coming down to the finish. Jimmy is starting to have a mental lapse, but then he hears Joe's words of wisdom and in a long slow motion sequence, we see Jimmy beating Brandenburg by just a few inches as Stallone crosses in third while doing donuts in his now out of control car. Jimmy is the new champion and the film ends with he, Tanto and Brandenburg, together on the podium drinking champagne.

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