The camera pans along the outside of Sante Federal Penitentiary and into the cell of David Sloane (Sasha Mitchell). David is writing a letter to his wife, Vicky (Deborah Mansy), talking to her about how he was framed for a crime he didn't commit, at the hands of Tong Po. David begins talking about events that began when his brother Eric, a national kickboxing champion, went to Thailand to fight in bigger challenges. Flashbacks to scenes from the movie Kickboxer (1989) show Eric arrogantly believing he can best any challenger until he fights Tong Po (then played by Michel Qissi), who cripples him with a brutal elbow to his spine as he is prone on the mat. David's letter then talks about his other brother, Kurt (Jean-Claude Van Damme) training in Thailand to avenge Eric. Kurt defeated Tong Po and dishonored him. Tong Po ambushed both Kurt and Eric before they could leave Thailand and murdered them. Then, when he found out there was a third Sloan brother, he came to America to force David to fight him. (Scenes from Kickboxer 2: The Road Back (1991) highlight these flashbacks). After Tong Po burned down David's gym, killing a young boy, Sloane trained with the same elderly Thai who trained Kurt, and defeated Tong Po. David then met Vicky, and they married and opened a school, and life was good... until David was arrested and jailed. David's letter concludes by warning Vicky that he believes even this will not be enough to sate Tong Po's wrath-- David is sure that Vicky herself will be targeted. He is warning her to hide and run from Tong Po, so that she is safe.A car drives into a gated estate. Two men emerge, dragging along a captive woman wearing handcuffs. She is brought into the estate where one of her captors has her handcuffs removed. Immediately she lashes out against both men, killing one of them. Her attempted flight is halted as Tong Po enters the room. The captive woman is Vicky Sloan. She tries to fight Tong Po (now played by Kamel Krifa), who easily wards off her attack and leaves her crumpled on the floor after a brutal knee to her stomach. Identifying himself to Vicky, Tong Po shoves her down onto a bed and brutally rapes her.Back at the penitentiary, David is told he has mail. He opens the letter and then sits on his chair back in his cell in disgust. The letter says simply, 'Don't worry-- I'm taking good care of her. Your old friend, Tong Po,' along with a photo of Vicky as Tong Po's captive.David fights another inmate in a yard fight, knocking him out. Officers break it up and put him in solitary. Later he is brought into a room to be spoken to by a visitor, who turns out to be a DEA agent named Casey (Nicholas Guest). David receives Casey coldly, and they briefly argue over the events leading up to David's imprisonment before David tells him that it's been two years that Vicky has been held captive by Tong Po... David believes she's probably dead. Casey is offering David a way out: Tong Po has been the most powerful drug lord in Mexico for five years now, operating out of a sprawling ranch-estate that is fortified as well as any fortress. The DEA can't get close enough to shut him down. But every year on the 'Day of the Dead,' Po invites top fighters from around the world to compete at his compound, and the winner is challenged to fight Tong Po himself, for a million dollars. The DEA plans to secrete David as a fighter in the tournament. Some of Tong Po's men are in the pentientiary and the DEA will use David having been in solitary to 'hide' him from them. The mission is dangerous because Tong Po might recognize David, even after so many years since their last encounter. David is cynical at being recruited and offered freedom only because the DEA needs him, but he's more than ready to settle the score with Tong Po once and for all, and free Vicky from captivity.As David walks out of the prison, a biker rides by, dropping a manila envelope. It contains a faked passport for David and instructions to go to a location where back-alley street fights are held. He needs to impress one of Tong Po's men in these fights to get invited to the tournament. David passes a woman doing Tai Chi exercises and has a memory of training Vicky in martial arts.David goes to where the fight is happening. Interrupting the fight, he takes on both participants and knocks them out. Brubaker (Nicholas Anthony) is impressed and gives David the invite to the tournament down in Calixico, Mexico, with a million dollar payday for the big winner. As David walks on, Brubaker makes the call to tell Tong Po's men about a new entrant named Jack Jones, and tells them, 'don't piss him off.'David gets a ride with a biker to a town five miles from the Mexican border. He goes into a rough redneck bar where some of the men are harrassing a short blonde woman named Megan Laurence (Michele Krasnoo). When she proves adept at fending them off, some of them get behind her and break bottles over her head to knock her out. David cleans house, knocking everyone into the middle of the next millennium. But Megan proves entirely ungrateful and cold to David for his assistance. She realizes that David is headed to Mexico for the tournament and gives him a word of advice: that when he meets her in battle, to assume they'd never met.David gets a ride down to Calixico and makes his way to Tong Po's compound. He is met there by the hostess, Darcy (Jill Pierce). She takes him to the area where fighters battle it out to qualify for the tournament. As he is 'registered' for the final qualifying matches, he sees Megan Laurence staring intently at him.David watches a qualifying fight that shows a tall man with a long ponytail and a short goatee named Thomas (Burton Richardson) as a fearsome, sadistic fighter. He is then selected for the next qualifying match, finding to his dismay that his opponent is Megan. David doesn't want to fight Megan, thinking she is in way too far over her head already. Megan rakes a vicious kick across his face that hardly fazes him except for briefly snapping his head to one side. Sighing, David easily dodges her next attack and puts her in a sleeper hold that knocks her out.David is given a guest room on the compound and promptly sneaks out, finding that he has an ally-- Lando Smith (Brad Thornton), the young brother of one of David's students, whose life was straightened out by David.David continues sneaking around, trying to get intel, while Lando tries to question Darcy, whose answers are elusive but show she's not without a heart. Lando finds out that Tong Po will probably make Megan Laurence into one of his sex captives-- and when these young women reach a certain age, their future is grim.The fighters that qualified for the tournament are regaled at an opening celebration. David stares coldly as Tong Po is introduced. Later, David and Lando are talking. Concerned at being recognized by Tong Po, David hopes to discreetly locate Vicky and sneak away with her. Finding the celebration not to his liking, David leaves to return to his room.Tong Po takes the microphone again to announce that he is allowing one of the disqualified fighters a second chance to prove worthy of the tournament. Guards usher Megan Laurence forth and Tong Po announces that any fighter who defeats her will receive a $25,000 bonus-- but if Megan wins that battle, she'll take the place of the fighter who lost to her. A number of fighters all rush at Megan, who fights them off. Lando comes to her defense, even challenging Tong Po himself and not backing down after all the guards aim their guns right at him point blank. Tong Po merely laughs Lando off and tells him to enjoy the rest of the celebration. Megan grudgingly thanks Lando, who leads her away to get her cleaned up. Darcy intently watches them walk away.Darcy later goes to Lando's room to seduce him, and she is stunned when he turns her away. She leaves angrily, suggesting that maybe he 'doesn't like girls' or else 'prefers underage tramps.'After having snuck through much of Tong Po's compound, David takes out some papers from the manila envelope he'd received outside the penitentiary, which include a blueprint of the compound. Later that evening, he again sneaks through the compound in dark clothes and a ski mask. He finds his way to where many women are held captive and forced to have sex with compound men, and with each other. He knocks out two guards and finds Vicky in a cell. But before he can rescue her, security alarms sound and he must elude converging security to make it back undetected to his room.The next morning everyone is gathered in the tournament area. Tong Po warns all the fighters that he knows that someone trespassed into private areas of the compound, and anyone caught doing so would face serious punishment. The competition begins, and a number of matches are shown.Guards bring Vicky breakfast. She tries to melee with them and it takes four of them to grapple and restrain her.More matches are shown. Thomas, Megan and Lando all win their matches. David manages to keep his back and profile to Tong Po throughout his match, and also defeats his opponent.After the first round is over, Lando and David talk. David says he knows where Vicky is being held, and needs to find a way in. Lando says he might know a way. He goes to hit on Darcy, who is still steaming mad over his rebuffing her the previous night. But deep down, she still lusts for Lando, and gives in to his advances. After they are done, Lando confides in Darcy that he's here to free a woman captive who's been in the compound two years. Darcy is afraid of being found out, but Lando plays on her compassion; despite her suggestions to the contrary, Lando knows that Darcy herself is a captive of Tong Po, and he'll probably dispose of her anyway for someone younger once she reaches a certain age. He offers to try and help rescue her as well if she trusts him.As Lando leaves Darcy's room, another man knocks on her door.David leaves Lando's room, thanking him for his help. There's a knock on Lando's door, and two men rush in and knock him out.Lando awakens tied to a chair in Tong Po's home in the compound. Tong Po confronts Lando, knowing he is a DEA agent. Tong Po tries to torture it out of him, rubbing salt into Lando's wounds, but Lando doesn't break. Finally Tong Po plays one last card-- he has Darcy brought in. She is bound and gagged, dirty and disheveled, and it looks like she's been sexually abused. Tong Po takes a small knife blade and makes several deep cuts in Darcy's flesh as she screams in agony through her gag. Lando finally admits to being DEA and Tong Po 'thanks' him by making one last deep stab into Darcy's breast.David goes to where women captives are held and finds the cells empty. He knows that Tong Po is on to him and the women have been moved in anticipation. He fights his way through several converging guards until he is ambushed and knocked out by Tong Po himself. Tong Po unmasks David and promptly recognizes him. Tong Po's torturing of Darcy broke Lando into revealing everything.Early the next morning. David, Lando and Darcy are tied to ceiling beams in a cell. Darcy is dead, hanging limply from the ropes binding her wrists. Lando tells David that he's a DEA agent and infiltrated the tournament as David's backup.The final tournament rounds are scheduled to begin. Tong Po tells the remaining fighters that unlike the previous rounds, these matches are to the death. Each fight ends only with the death of one opponent. Those who are too intimidated by these odds, must leave the compound immediately. But when a few of the contestants choose to take Tong Po up on the offer, he pulls a gun and kills them all.The final matches begin with competitors stepping up their game. Megan refuses to finish off her beaten opponent, and Tong Po laughs at her defiance. Bodies of slain opponents are dragged just to the outside edges of the fighting ring and left there. When only a few participants are left, Lando and David are brought in. Tong Po announces that five years ago, his wife Sian was killed in a fire resulting from a DEA raid. He holds David Sloan responsible for Sian's death. He announces that a half a million dollar bonus will go to whomever fights David. A gunman forces a handcuffed Vicky to her knees on a walkway overlooking the tournament area.Thomas grabs the opportunity to fight David, but David defeats Thomas and two other challengers. Getting frustrated, Tong Po orders Megan to fight David. Getting to her feet, Megan reveals what she now understands about the tournament: it's all a setup for wanton violence. Tong Po never intended to pay anyone or let any of the participants leave alive. She feels that Tong Po is afraid of fighting David himself. She, David, Lando, and the other fighters attack all the guards and take them out, except for Thomas, who fights on Tong Po's side. Lando knocks Thomas out as Tong Po enters the ring himself. He beats Lando savagely, and doesn't even look at Megan as she batters him about the chest and midsection with kicks. He only smiles when she lands several kicks to his face before knocking her off her feet.David and Tong Po lock eyes. David stalks him out into the area where the opening celebration was held. Tong Po holds Vicky in a chokehold. David coldly tells him that killing Vicky will not bring back Tong Po's honor, but only shame him forever. Seething with malice, Tong Po acknowledges the truth of David's words and releases Vicky. David wades into battle with Tong Po, becoming more vicious every minute until he is beating Tong Po nearly within an inch of his life. Tong Po's right hand man finally interrupts the battle by threatening Vicky with a gun. David steps away from Tong Po, who scuttles away like a scalded dog.David stalks toward the right-hand man, discreetly picking up a long knife. Hurling it from behind his back, he kills the right hand man.The remaining fighters make their way out of the compound, Megan helping Lando as they meet up with David and Vicky. The camera pans away from the compound into the skies as we fade to black.