While the film is a remake of the original Battles Without Honor and Humanity series, it has no direct similarities. Set in Osaka, it focuses on former childhood friends Kadoya Kaneo (Etsushi Toyokawa) and Tochino Masatatsu (Tomoyasu Hotei) as their lives cross paths again. Kaneo is now a yakuza member, while Masatatsu is a nightclub owner with a distaste for crime gangs. When a yakuza boss dies, a struggle for his position takes place between Kaneo's boss Awano (Ittoku Kishibe) and the young Nakahira (Kōichi Satō). Nakahira's men try to extort money from Masatatsu, bringing him in between a yakuza battle.
Three schoolgirls are infatuated with a yakuza, Katsuta, of the Izu Clan. They meet another yakuza, "Diamond" Fuyu, of the rival Yoshida clan. As he gets a tattoo, two of the girls become squeamish and run off but Hanako, the best friend of the daughter of Sota Izu, boss of the Izu clan, stays to watch. She is intrigued with the yakuza world. Fuyu takes her to an illegal gambling den where Tetsu, a dealer, takes a liking to her. The police raid the den and Hanako is arrested but let off with a warning. Later, Tetsu runs into Hanako on the street and convinces her to help him pull a variant of the badger game, a scam in which, with the promise of sex, she is to lure a man to a hotel room where Tetsu will extort money from him by threat of blackmail. The scam fails when the man chases Testu off and Hanako is left stranded with the man.