I'll be honest. I really thought this movie would suck.

I saw the title and rolled my eyes. When I read the plot synopsis, I sighed because I knew just what was headed my way-another flat, disappointing action flick that would leave me more frustrated than entertained. But against all expectations, Never Back Down was not terrible.

Directed by Jeff Wadlow (Cry Wolf), the film combines the best of The Karate Kid and Rocky but, for the audience's sake, abandons the musical training montage. While the story relies on cliches, they are fleshed out and actually interesting to watch.

The protagonist, Jake Tyler (Sean Faris), is a headstrong teen with a tendency to think with his fists. He and his family move from Iowa to Orlando to support his tennis prodigy brother. Once immersed in this perfect, sunny playground brimming with nice cars, mansions and bikini-clad girls, Jake finds himself at a party with the stunning and flirtatious Baja Miller (Amber Heard).

The party is straight out of The O.C., fight and all. Jake is drawn into a fisticuffs against his will by Baja's jerk boyfriend, Ryan McCarthy (Cam Gigandet-who, by the way, was Volchok on The O.C.). It turns out Ryan is a very skilled mixed martial artist (MMA) and completely humiliates Jake.

Jake decides this won't do and seeks training. With his likeable new friend Max (Evan Peters) as his ever-supportive, constantly video-recording sidekick, Jake begins to learn how to fight from Jean Roquoa (Djimon Hounsou, Blood Diamond). Hounsou's character has his own subplot of redemption and makes Mr. Miyagi look like a nursing home patient.

I have to give Wadlow credit. The movie uses stereotypes, cliches and everything that should make a film terrible. Without being gratuitous, however, the film includes hot on-screen chemistry between Faris and Heard, taking the film from potential disaster to surprising success. You find yourself rooting for Jake and engaged in the film. To boot, Never Back Down flexes comedic muscle with a subtle satire of the egregious wealth so prevalent in the movie.

You arrive not expecting much and leave surprisingly satisfied.