At the start of the game, the player picks one of five playable characters, each with their own scenarios. Reporting to the local bar known as "The Hole", the player can then meet Melvin the bartender, who wants to help. He gives the player the key to the dressing room located within the bar, where he/she removes the suits that identify them with the Zanetti crime organization.
One of the female bar locals, Tracy, will direct the player to the police station, where a blacklist can be obtained. The blacklist enables the player to meet up with other gang members, and engage in a battle. If the opponent's Pride Gauge can be lowered significantly enough, a move can be performed where the enemy is grabbed in a chokehold. It is at this point that options will come up on the screen, giving the player the chance to do any of the following things: recruit the opponent to their side, grill them for information, rob them, or continue to beat them into submission for experience points. Whatever the choice made, the fight ends.
Even though the player no longer wears their Zanetti gang suit, roaming around the city will arouse the suspicions of their former members. This is tracked by a gauge, which will creep up slowly to 100% with every encounter. If the gauge is pushed above this limit, a battle will ensue with Zanetti gang members. To lower the gauge back down to a safer level, he/she is offered the opportunity to enter one of the many shops in Las Sombras. Money can be spend on altering the appearance of the player, right down to having cosmetic surgery at the local hospital.
- Aaron - Aaron is just one of many illegitimate children born to the drug lord, Zanetti. Aaron was moved to Las Sombras with the intentions of all involved to take over the family business after he could prove himself to Zanetti. Aaron's loyalty to the group of 5 mobsters he's been associated with makes him appear weak in his father's eyes. Aaron is distrustful of others, and could care less what people think of him. People often misjudge him, and this usually leads to unmerited trouble.
- Gina - Gina had plans of moving to the city and becoming a big star; what she ended up being was an exotic dancer. While dancing, Eugene saw her and fell in love and the two of them were inseparable. Eugene taught her the ways of the mob, self-defense martial arts, killing, and everything else she need to know to survive in his world. She became one of the Zanetti Family's top assassins. Gina and Eugene are to be married after the next big job.
- Jason G - Jason is the son of illegal immigrants and became an orphan at a very early age. He survived by befriending other dregs on the street. He became very close to his new family of degenerates and fought to protect them as well as himself. He was hardened by this struggle of survival, but he never lost sight of what was most important...friendship. Even after getting involved with the mob, Jason remained friendly and always willing to help others in need.
- Lola - Lola was raised in war-torn South America where she grew up learning guerrilla warfare techniques from local mercenaries. When the civil war ended, this guerrilla organization developed into a mob. She became a hit woman for the mob and saved her earnings to buy passage to America through the protection of the drug lord, Zanetti. She continued her career as an assassin working for Zanetti. She is reserved and mysterious, and currently involved in some secret activities.
- Raven - Raven is a city boy raised on the streets, by the streets. Fighting is in his blood, and it is his only means of survival. While still a scrapping young lad, he was scouted and entered into illegal underground fighting competitions. He was noticed for his ability, and he wound up in the corrupt world of the Zanetti Family...the mob.
- Wendel - A jaded jail warden with 3000 HP, he is the Chapter 1 level boss. After the player is arrested, Wendel suspects a jailbreak and comes to inflict some gratuitous violence. When his health is depleted by half, he will use a Stun Rod.
- Fatima - Armed with two katanas and 4000 HP, she is the Chapter 2 level boss. Along with a spinning roundhouse kick, she can take the player's feet out from under him/her with one of her swords. She will follow this up with a downward slicing attack. After her defeat, she is slain under orders by Ignacy for fear of her leaving the Zanetti fold.
- Ignacy - Armed with claws attached to his hands and 5000 HP, he is the Chapter 3 level boss. He has a jumping spin attack called the Corkscrew, where he stabs the player with his hands in the midsection for a 7-hit combo. Ignacy also has a great back flip kick evasive move, and he blocks mid and high attacks 80% of the time.
- Eugene - Armed with two knives and 6300 HP, he is the Chapter 4 level boss. If the player does not disarm him, Eugene will attack with a harsh knife combo. Even with no weapons, he can deal an explosive jumping knee attack that will throw the player to the floor and drain some serious HP. After defeat, he will lie dying on the floor and confess that Zanetti is the one behind everything.
- Gregorio - The one in charge of running the Drug Refinery. Armed with metal fists and 7500 HP, Gregorio is the Chapter 5 level boss. Some of his most damaging moves are his Buster Knuckle Maximum, Metal Knuckle Maximum, Javelin Kick or Hammer Kick. His grab attacks like the Canadian Destroyer or the Spine Buster could inflict major damage if the player is in close proximity. Upon his defeat, Gregorio is assumed to have perished in the ensuing explosion of the factory.
- Quincy - Zanetti's personal physician. Armed with two scalpels and 7200 HP, he is the Chapter 6 sub-boss. After defeat, he reveals Zanetti's location.
- Zanetti - The drug kingpin. Fighting in a style similar to his son Aaron. At 8500 HP, he is the Chapter 6 level boss. After defeat, he confesses that he is just a "dummy" and Wallace is really the one behind everything.
- Wallace - The Chief of Police. Armed with a shotgun and 9000 HP, Wallace is the final boss of the game.
- Norma - Norma is an unlockable recruit, who must be beaten several times before she admits defeat. She is Fatima's sister, and seeks revenge for her death. Unlike her sister, she only wields a single katana.
- Chester - The player may take on the captain of the police in a secret battle, unlockable by attaining the "Godfather" status.
Violence and crime run rampant on the dark streets of Las Sombras. The Zanetti family is the most powerful crime organization within the city limits, and they have five of the deadliest people around taking care of their dirty work. Then one day, they get an order from the head of the Zanetti family himself to shut down a rival group's drug deal that's supposed to go down. And so they move in to carry out their assault.
However when they arrive, what they find waiting for them is actually a room strewn with the bloody corpses of rival gang drug dealers. And as they stand there, puzzled by the sight before them, the Zanetti family moves in to finish them off. They realize that they were set up to look like they were the ones that committed the murders, and now are running from the same crime family that sent them there. With the police also on their trail, they see that there is no other option but to split up and lay low.
- Beat Down has been compared to the 3D Grand Theft Auto games, although it bears mentioning that no cars are driven by the player in the game.
- The game also bears similarities to another Capcom 3D beat 'em up game released around the same time, Final Fight: Streetwise.
- Hazard, a mysterious character wearing a gas mask and only appears when no one else is around, is similar in appearance to HUNK of Resident Evil fame. He can usually be found near the telephone pole across from the Clinic. The chances of him appearing are raised the more the player has to beg for his/her life in a battle. He is recruitable.