Things suddenly look up, however, when the opening match contestants for the latest Mike Tyson championship bout can no longer participate. The fight's promoters, Hank Goody (ROBERT WAGNER), Joe Domino (TOM SIZEMORE) and their assistant, Artie (RICHARD MASUR), in a mad scramble to fill the bill in less than a day, choose Vince and Cesar since they're experienced and matched in weight.

Although Cesar is reluctant due to a prior bad experience with Joe, he agrees to compete. Vince, on the other hand, wants to fight, but negotiates with the sleaze ball promoters that the winner of their fight will get a chance at a later bout with the middleweight champ.

Needing a way to get from L.A. to Las Vegas, the guys ask Grace Pasic (LOLITA DAVIDOVICH), Cesar's current girlfriend and Vince's ex, for a ride. She reluctantly agrees, mainly because she's looking for investors for several of her inventions and figures Vegas might be a good place to find them. Besides, she still has a thing for both men and would like for both of them to win if that were possible.

Thus, the trio sets out for Vegas, eventually picking up an amorous and drug-hungry stranger, Lia (LUCY LIU), along the way. As they make their way through the desert toward their evening venue, their previously hidden desires and past failures are addressed as the two men prepare for their big fight and possible last chance at making it big in their sport.

From his first dealings with the genre in films such as "The Best of Times" to his two well-received pictures with Kevin Costner ("Bull Durham" and "Tin Cup"), Shelton has excelled at delivering sports-related films that both sports fanatics and those who don't consider themselves as sports nuts can enjoy.

Thus, the notice that Shelton is helming another sports flick - this time about boxing - should be good news, shouldn't it? After all, the sport has a definite built-in volatility, and the concept of two friends having to battle each other in what may be their last shot at one of them succeeding sounds enticing and full of potential.

Unfortunately, "Play it to the Bone" turns out to be a dud. A film that could and should have been a contender and maybe even a champion ends up pulling its punches, wobbles like a pummeled and incoherent fighter and ultimately takes a dive long before the "final round." Then, to make matters worse, it, like the determined fighters it portrays, just keeps going and doesn't have the common sense to know when to stay on the canvas and call it quits.

A mixture of a standard boxing flick with what was once a more popular cinematic form - the road movie - the film intends to entertain us by putting an "odd couple" of sorts into a car being driven to Las Vegas for the decisive fight. While there's some potential there, especially when a beautiful woman - who's one fighter's current girlfriend and the ex to the other - is thrown into the mix, the results are decidedly inert, clearly not as amusing as intended, and definitely not very entertaining or interesting for that matter.

To make matters worse, Shelton's attempts at humor - Harrelson's character's repeated religious visions and his adverse reaction to Banderas' character's revelation of experimenting with homosexuality for a year (along with more than enough instances of "fag" being bantered about) - are neither that funny nor well-staged or executed.

Forced to travel along with them and exposed to their bickering may be the filmmaker's attempt at getting the viewer involved in the growing hostility between the fighters and then confused about whom they should root for, but the audience may quickly liken the road trip portion of this movie as being stuck on a bad family vacation in an old station wagon without air conditioning or pretty scenery to look at.

At least the momentum picks up once they finally arrive in Vegas for the big fight. Yet, even then the film simply proceeds to turn into yet another highly choreographed boxing match where one fighter has the upper hand one moment, until the other takes control and the situation then continuously alternates between the two. Of course, that includes the many obligatory knockdowns - that nearly always reach the conclusive count of nine -- that continue until the end of the last round. Although the fighting may be a bit more brutal than usual, the material's just more of the same old, same old. The result is that many viewers probably won't care about the outcome of the fight.

Nor will they have much vested interested in the romantic angle that Shelton tries to force feed the audience via the included romantic triangle. While the amorous portions of many of his previous works are what have made them so memorable, it just doesn't work that well in this film. And that's despite having some terrifically charismatic performers and the potential for some great chemistry between them. While the signs are there for some fun and fireworks, neither materialize to any appreciable extent.

That's simply due to an uncharacteristically weak script from Shelton that not only shortchanges the story's built-in potential, but also the performances from his talented cast. While both Woody Harrelson ("The People vs. Larry Flynt," "White Men Can't Jump") and Antonio Banderas ("The 13th Warrior," "The Mask of Zorro") have the boxing look down pat, they're left high and dry by the script that offers them nothing but mediocre and occasionally idiotic material with which to work.

Lolita Davidovich ("Blaze," "Leap of Faith") fares a bit better as she plays - and plays off - their characters and their continuous attraction to her. Unfortunately, that goes a bit too far during the fight - where she repeats the same lines to each fighter - and a whole subplot about her and her inventions falls as flat as the rest of the movie.

Supporting performances are just as uninspired. Lucy Liu makes a brief appearance as an amorous, drug-crazed "fourth wheel" to the trio, but doesn't stretch much beyond her bitchy persona she's crafted so well on TV's "Ally McBeal." Meanwhile the usually terrific Tom Sizemore ("Saving Private Ryan," "Heat") is appropriately sleazy but unfortunately too one-dimensional, as is the case with Robert Wagner (the "Austin Powers" films, TV's "Hart to Hart") as his boxing associate. A slew of real life performers - such as Kevin Costner, Rod Stewart and James Woods - appear in cameos to presumably give the final fight a touch of realism, but their appearances never amount to anything other than celebrity spotting.

During the film, Harrelson's character comments that one has to play things all the way through, or as he puts it, "to the bone." Unfortunately, Shelton doesn't do that here and this film ends up feeling like an overblown championship match that doesn't live up to its billing or the skill and potential of those participating in it. As such, we give "Play It To The Bone" a 3 out of 10.