The movie opens with D-Jay (Terrence Howard) a black streetwise Memphis hustler sitting in the driver's seat of his car smoking a cigarette while giving his philosophy about the nature of man versus the nature of mankind by comparing man to a dog. D-Jay asks a question about life goals to Nola (Taryn Manning) a young white prostitute sporting long blonde cornrow braids and sitting in the passenger's seat. Before Nola can give an answer, a white man drives up and looks into D-Jay's hooptie car. D-Jay asks the guy if he likes what he sees, referring to Nola. The guy doesn't answer, so D-Jay tells the man the price is $20 in the front and $40 in the back. The guy still doesn't respond so D-Jay instructs Nola to walk over to the customer's car so he can see her. Nola exits the car wearing a short skirt and strappy sandals and gets into the customer's car. They drive off. It becomes evident; D-Jay is Nola's pimp.
D-Jay and Nola drive around in a two toned Caprice Classic car w/ flashy rims, no air condition and an old-fashioned radio pumping rap music. It's the middle of the day and hot as hell. They pull up into backwoods bar/juke joint owned by Arnel (Isaac Hayes). When they enter the bar, a scuffle is going on and Arnel is kicking out a patron by using a baseball bat. D-Jay helps push the unruly customer out the bar and tells Arnel that he needs security. D-Jay is there to sell some weed to Arnel. He tells D-Jay that Skinny Black (Ludacris) a platinum selling rapper who got his start in Memphis is coming home for the Fourth of July and this would be a good opportunity for D-Jay to make some money. He tells D-Jay not to bring the sticky dirty weed like he's been pushing all through Memphis but to bring some good stuff since these would be important customers. He tells D-Jay that Skinny Black has rented the entire bar for his own private party.
The next scene opens up in a low class strip club w/ big booty strippers. Some of the strippers have stab/bullet wounds and one stripper has stretch marks all over her belly. The disc jockey in the strip club announces a 2 for 1 special on lap dances and D-Jay asks someone where he can find Lex (Paula Jai Parker). Lex, a black stripper w/ reddish blonde hair is giving a private lap dance and D-Jay motions for her to come over to him. She is trying to make money and she motions for him to leave her alone. He pulls her off the customer and asks her how much money she has made. Lex begins arguing with him, telling him she is only on her third dance. At the end of her shift, D-Jay goes into the stripper's dressing room, kisses Lex on the forehead and tells her to hurry b/c he is hungry. Lex tells D-Jay she isn't going to work day shift anymore because she isn't making any money compared to the other girls who work at night. As they pull out of the parking lot, a crackhead knocks on the driver's window. D-Jay jumps out the car like he is going to beat up the crackhead, but the guy has a Casio beat and music machine that he offers for $25 bucks. D-Jay lights up when he tries the plays the keyboard and reminisces about having a similar one as a kid.
The next scene takes place in the house rented from a slumlord. Shug (Taraji P. Henson) is pregnant, sweating in the heat, sitting on the couch eating a sandwich while telling D-Jay that she called the electric company about getting an extension on the bill. Nola is sitting nearby watching television. D-Jay, Nola, Shug, Lex and Lex's son, Roger all live in this small house. Skinny Black comes on the television in a video and D-Jay announces to everyone that he is going to be hanging out w/ Skinny Black on the Fourth of July at Arnel's club. D-Jay talks about how he used to be a disc jockey at a neighboring school the same time Skinny Black did the same thing at his school. Shug asks Lex not to wake up Roger, Lex's son because she just got him to sleep. Shug takes care of Roger while everyone is out during the day. Lex wakes up the crying toddler and hands him off to a reluctant D-Jay. To get the baby to stop crying, D-Jay starts playing on the casio keyboard beat machine.
The next scene opens up the next day with D-Jay and Nola sitting in the front seat of the car. They are parked in the same spot on the street in an industrial area, apparently waiting for customers. Nola snorts some cocaine and D-Jay tells her to ease up on her habit because their money is tight all week. Another customer drives up, D-Jay gives him a sales pitch but he drives away. Nola asks D-Jay about getting a motel because it is hot and humid and she cannot stand to be in the heat. D-Jay yells at her about how going to a motel is a waste of money even if it has air condition because they can't afford to give $30. He tells her she needs to start pretending. Nola asks if she can dance at the strip club like Lex, but D-Jay tells her she has bad equilibrium and will fall. The customer comes back around and Nola flirts with him. Nola badmouths D-Jay and tells him the customer looks like he has air condition in his car.
D-Jay goes to a corner convenience store where he gets his weed from the cashier. The cashier makes a comment about the thick money roll being sweaty and D-Jay takes the money and pushes it down the inside of his pants saying he is going to make it even more sweaty with his juices. He then throws the money back on the counter. Nola is sucking on a Popsicle and sitting on the store's freezer. Key (Anthony Anderson) walks in and says hello to D-Jay. He reminds D-Jay who he is and how they went to junior high and high school together. They talk about playing music at after school dances way back in the day. D-Jay sees that Key is buying a lot of batteries and asks why he needs so many and Key explains they are for his microphones. D-Jay asks what Key does and the next scene cuts to Key working as a sound engineer. A gospel singer is singing in an empty church with a small choir, a piano player and Nola and D-Jay sitting in the back pews. The gospel song tells of the power of Jesus in transforming those who seek salvation. Nola and D-Jay are visibly moved by the song and tears stream down D-Jay's face.
D-Jay wakes a sleeping Shug in the middle of the night. From the conversation, it is apparent that Shug was also a prostitute who got pregnant by one of her tricks (an unknown customer.) D-Jay discusses how he and Shug have a strong relationship and a long-standing history with one another. Before he can continue, Shug interrupts and asks if D-Jay wants her to leave. He tells her no and continues to explain how he wants more in his life and he is at a point in his life where he knows that he needs to make his move if he is to be successful. His own mortality is bothering him and he thinks about how his father died of a heart attack at a young age. Shug admits that she is having her own fear about the birth of her baby and having nightmares because she is scared. D-Jay makes a sudden movement jumping up from his chair, scaring Shug. She gets antsy whenever someone makes quick movements as if she thinks she is about to get hit. But D-Jay just walks away from the room.
Keys and his wife, Yvette (Elise Neal) say grace and eat dinner. They appear to be a stable, religious working class family unit. Yvette complains about why she didn't get a promotion at work and her husband Clyde AKA Keys, a robust fellow, continues eating and pretending as if he is interested in his wife's conversation. The doorbell rings interrupting dinner and saving Keys from his wife's conversation. Keys is annoyed and surprised that D-Jay comes to his home. D-Jay apologizes but says there are some things he wants to discuss with Keys. He also apologizes for bringing Nola and Lex with him to the door but it is hot and the girls wanted to sit in air conditioning. Keys explains to D-Jay that a lot of people of have dreams but they don't put it into action. D-Jay knows that Keys is a sound engineer who always wanted to make it in the music business. D-Jay just wants to run his plan and ideas by Keys and if he doesn't like it, D-Jay will leave him alone. While the D-Jay freestyle raps for Keys in the kitchen, Yvette tries to entertain Nola and Lex by having small talk in the living room. The conversation is forced and although Nola is trying her best to interact, Lex is acting nasty and crude. Yvette is surprised when she walks into the kitchen and sees her husband is really excited about working with D-Jay.
D-Jay writes his rhymes on a small pocket size spiral notebook. D-Jay and Keys begin constructing a make shift studio in a bedroom in D-Jay's house with music equipment. We see D-Jay collecting money from Lex at the club and D-Jay writing rhymes while Nola turns tricks. The money is then used to buy more studio equipment to promote D-Jay's dream. D-Jay tries to explain to Nola how difficult writing rhymes and making everything fit. The irony is that Nola just got finished turning tricks and handing the money to D-Jay. D-Jay tells Nola that she is his primary investor and his whole operation is dependent on her. She says she wishes there was something she was good at doing. D-Jay has her put her hands on the wheel of the car and he has her say out loud with him We're in charge.
When Keys is eating dinner, Yvette gets into an argument with Keys about how he is working with his free time in a house full of hoes. At D-Jay's house, D-Jay watches Keys sound proof the room using the Styrofoam cup holder containers from fast food restaurants by stapling them to the wall. Keys calls it the poor man's sound proofing. Shug tells D-Jay someone is at the door. D-Jay meets Shelby (DJ Qualls), a white awkward looking guy at the door and thinks he is a Mormon. Keys brings in Shelby, the church musician with a beat machine to lay down bass-thumping tracks and develop a sound. Shelby and Keys ask D-Jay to freestyle for them. According to Keys, D-Jay's raps are not going to be able to get airplay if they say things like Beat that Bitch or Stomp that Hoe. They try some other chants and Keys likes Whoop that Trick. Shelby plays with the machines until he finds a good beat for D-Jay to finish rapping the lyrics on his spiral pad. The energy in the house in contagious, the rap is hot and Nola and Shug come into the make shift studio to listen and cheer for D-Jay. After the music session, Shelby is smoking a joint and explaining how he believes that the rap industry is going to return to southern blues roots.
D-Jay, Nola, Keys and Shelby drive to the large parking lot full of people showing off their cars, socializing, playing music and dancing. Shelby tells Nola that his day job is to stock vending machines at truck stops and high schools. Keys asks D-Jay if the impeding visit to Memphis by Skinny Black is real. Keys emphasizes that this may be their one in a million chance to get heard and get discovered. Keys speaks happily of being married but he is disappointed that he turned into a guy that is just paying the bills and how he used to dream about having his own record label and being a producer.
D-Jay comes home to hear Shug and Lex arguing about Shug telling Lex how to raise her child. Lex is pissed off that D-Jay forgot to pick her up from the strip club and she used all of her tip money to take a cab home. Nola is frozen in the corner of the room. D-Jay is ignoring Lex until she begins talking about being the breadwinner in this household and how D-Jay is never going to amount to anything except her chauffeur. Lex then calls D-Jay a bitch and he grabs her by the throat. D-Jay tells Lex their relationship/arrangement is finished. Shug tells Lex to quit instigating things with D-Jay. D-Jay returns to the room holding the dresser drawers containing Lex's stuff. He throws Lex and her things onto the front port. Then he picks up Lex's son Roger and puts him on the front porch with Lex. Lex is screaming outside with a crying toddler and Shug starts crying uncontrollably because she is very attached to Roger. Nola is visibly shaken but very quiet going back to her room and slamming the door.
D-Jay is rapping with Shelby and Keys in the studio when Keys gets a call from Yvette on the cell phone. Yvette is screaming through the phone about when Keys will be home. Keys hangs up the phone and Keys explains they need to make something ready for radio. Shelby explains that they need a hook or a chorus to make the song complete. Words are exchanged between D-Jay and Keys about how Yvette is a controlling wife and D-Jay makes reference to how Keys and Yvette aren't having enough sex. Keys gets upset and jumps up and slaps D-Jay in the head. Shelby breaks up the confrontation. Shug knocks on the door and hands D-Jay a lava lamp to put in the studio because she saw that Skinny Black had one in his video. D-Jay refers to Shug as his bottom bitch, the ultimate compliment in his world. Shelby gets the idea to have Shug sing the hook for the song. She stumbles at first and sounds timid, but D-Jay encourages her to try harder and Shug makes the sound complete. When Shug finishes, Nola wants to sing too but D-Jay tells her that's not her job. Apparently, the only job Nola has in the studio is to turn off the fan before they start recording. D-Jay, Nola and Shug sit on the front porch waiting until the sound is ready. Before starting to record, Shelby and Keys hear background noise. D-Jay walks down a few houses and apologizes to a large muscular guy. Apparently they have had bad blood and D-Jay respectfully requests that the guy turn down his music. As a peace offering gesture, D-Jay hands the guy a large joint. D-Jay now does his part and he hears the final product including Shug's hook. Shug covers her mouth when she hears her voice on the recording because she cannot believe she is a part of this and is proud of herself.
Keys stops the recording. D-Jay is visibly angry because he felt he was doing well. Keys explains that they need to get different microphones, more advanced and expensive to pick up the sound. That night, D-Jay goes to a music store with Nola. D-Jay tries to cut a deal with the owner to get two microphones for $90. The owner tells D-Jay that each microphone is studio quality and costs $250 a piece. D-Jay notices the owner eyeing Nola who is looking at records. D-Jay says that maybe they can cut a deal to get the microphones, emphasizing that he is with Nola but she does not belong to him. He makes a deal with the owner saying that Nola can go to the backroom with him and see what kind of specials they can work out. D-Jay tells Nola he needs the microphone and what his plan is for her. Nola says she doesn't want to do it but then D-Jay says that he is walking outside and when she comes out she better have that that microphone with her. When Nola comes out she is crying and arguing with D-Jay. She throws the microphone box at him and storms off. She walks on the side of the building and D-Jay is yelling at Nola telling her he doesn't like pimping her forever and how he hates what they have to do to survive. Nola is crying about how everyone has something important to do in her life except her and she doesn't know what she wants to do but it isn't to continue doing what she is doing. D-Jay says he needs to get Nola a new outfit with a pinstripe suit, new shoes and a cell phone with an earpiece. Nola tells D-Jay to stop filling her head up because she doesn't want to hear it.
Yvette takes a meatloaf out of her oven and makes homemade mashed potatoes. She says grace alone over dinner and is upset that Keys is not home because he is with D-Jay making music in the studio. So Yvette goes to D-Jay's house with a plate of sandwiches and introduces herself to Shug. Nola is in the studio labeling all of the cassette tapes. Keys is surprised his wife, Yvette came to be supportive. D-Jay asks Yvette to sit down and listen to the hard work that Keys has done to complete the project. Keys wants his wife to stay and D-Jay starts talking into the new microphone. Before he begins rapping, he wants Nola, his primary investor to kiss the microphone and bless the project for him. Nola kisses the mic and then turns off the fan. D-Jay starts rapping another hit track.
When asked by Keys and Shelby if he really knows Skinny Black, D-Jay says he goes way back with the rapper and that he used to go to a different middle school but that he and Skinny Black have crossed paths in the past when they used to be disc jockeys for local parties.
Shug uses a curling iron to hot curl D-Jay's hair. He puts on his best shirt and wears matching slacks. He puts on a leather jacket even though it is hot because it makes him look cool. D-Jay puts on his deceased father's watch that he considers an heirloom. Shug reaches into a box and hands D-Jay a gold long chain that has his name spelled out in large letters. Shug was watching videos and she wants him to look just like the rappers on TV. Shug tells D-Jay that letting her sing on the track really made her feel special and important. D-Jay hugs her and kisses her on the forehead. As he steps off his front porch, Shelby, Keys and Nola are waiting for him. He is going to Arnel's club with copies of his demo to give to Skinny Black. Keys tells D-Jay he only has cassette tapes and if they want cds they will have to wait. Emotions overcome D-Jay and he runs back into the house where he passionately kisses Shug.
D-Jay pulls up into Arnel's club. It's Skinny Black's private party. D-Jay goes over to the bar and gets a drink with Arnel. Skinny Black (Ludacris) jumps up from his table and says loudly, Oh my God, is that my man? and D-Jay starts smiling, thinking that Skinny Black recognizes him. Skinny Black was talking to another guy who was walking in the bar and standing near D-Jay, so the smile disappears from D-Jay's face. Skinny Black doesn't even notice D-Jay. When Arnel asks if D-Jay is ready to go over to meet Skinny Black, D-Jay excuses himself to the bathroom to regain his composure. Arnel introduces Skinny Black to D-Jay and D-Jay says it's been a long time and Skinny Black is hostile saying he doesn't know him. Arnel reminds Skinny Black that D-Jay is the weed man and Skinny Black becomes friendly. Skinny Black asks how much he owes D-Jay for the weed and D-Jay says it is free of charge considering that Skinny Black is from Memphis and they go way back. Skinny Black invites D-Jay to sit down. D-Jay tries to have a conversation with Skinny Black and then a girl in a sexy provocative American flag costume sits on Skinny Black's lap and takes his attention away from D-Jay. D-Jay gets anxious, like his whole plan is about to fall apart. Then he pulls out a cigarette, gains his composure and asks Skinny Black what happened to him since he left Memphis because he has clearly changed from when he had his first underground album. D-Jay reminds Skinny Black about his roots and how he used to be. Skinny Black gets angry and pushes the girl off his lap, but he listens to D-Jay's opinion about how raw the first album was and how Skinny Black needs to get back to how he used to be before he went mainstream. D-Jay then pushes Skinny Black's first underground tape across the table. It's almost as if D-Jay starts pumping up Skinny Black and his potential to do better music, the same way he encourages Nola to go turn tricks and make more money.
Later in the bar, D-Jay and Skinny Black are drinking hardcore and exchanging stories about growing up. D-Jay gives Skinny Black his demo tape, as if it isn't important. Skinny Black tells him that nobody listens to tapes and he needs a CD. D-Jay says he appreciates getting to know Skinny Black and he is giving it to him because he knows Skinny Black comes from Memphis and understands him. Skinny Black tells D-Jay Everybody got to have a dream and then he goes to the bathroom. D-Jay is feeling positive, he tells Arnel this is his big shot and he feels really good about everything. He knows when Skinny Black plays the tape, D-Jay is moving on and Arnel will have to get his weed from someone else. He gives Arnel another copy of his demo and thanks Arnel for everything.
D-Jay goes to the restroom and sees Skinny Black passed out on the floor. D-Jay helps Skinny Black up and helps him zip up his pants. Skinny Black is mumbling about how he can't stand people he doesn't know trying to talk to him about demos. D-Jay is holding up Skinny Black and he looks into the toilet. He lets go of Skinny Black and lets him fall to the floor. D-Jay reaches into the toilet and pulls out his broken cassette tape. He asks Skinny Black if the demo fell out of his pocket by accident. Skinny Black curses out D-Jay and D-Jay starts punching Skinny Black in the face until it gets bloody. Skinny Black pulls out a gun and D-Jay pulls it away from him. D-Jay feels remorse and tries to wake up Skinny Black as one of Skinny Black's homeboys walks into the bathroom sees what is happening and draws his gun. D-Jay shoots the homeboy in the arm and runs out of the bar. D-Jay drives home and the police and Skinny Black's homeboys are waiting for D-Jay. The police are holding back a crying Shug and D-Jay asks them to get off Shug because she is pregnant. Keys, Nola and Shelby are standing in front of the house and the police are restraining D-Jay w/ handcuffs. Nola keeps asking what did D-Jay do and D-Jay puts his spiral notepad on the car and tells Nola that she is in charge. D-Jay tells her where the demo tapes are and she is responsible for getting his song on the radio. Nola repeats that she is in charge. As he is being taken away by the police, Skinny Black's homeboys jump D-Jay. D-Jay keeps yelling to Nola that he wants to hear his song on the radio and that Nola is in charge.
D-Jay is wearing prison garb with his hair cornrowed and he sees that Keys is his visitor. Keys gives D-Jay an update and says that he and Yvette are helping out financially and he shows Shug's new baby girl's picture through the glass window. Keys asks if D-Jay knew Skinny Black before the Fourth of July at Arnel's club. D-Jay averts answering and changes the subject about how he is going to lie to Shug's baby girl when she asks if she can be president because he wants her to have hope. Clearly, D-Jay lied to everyone including Keys so that they would have hope and work on the project. Keys says he is still doing the recording for depositions and gives a glimpse of his boring life. There is a glimpse of Shug holding her new baby and Shelby stocking vending machines. Keys tells D-Jay that Nola is on her own thing and there is a glimpse of her wearing new shoes, a short pinstripe suit w/ a hands free headset cell phone. She went to every club and radio station in Memphis to get D-Jay's song, Whoop that Trick played. We see every character listening to the song come on the radio and they are very proud. Keys wants to go over the business plan with D-Jay, who has 11 months to serve. As D-Jay is being taken back to his cell, one of the corrections officers recognizes D-Jay as the rapper on the radio. They start singing his rap for D-Jay. They tell D-Jay they want to be rappers and they hand him a copy of their demo. They want to know what he thinks. D-Jay just looks at the demo and smiles to himself. He tells the corrections officers, You know what they say .Everyone Gotta Have a Dream. And we see D-Jay walking back to his cell.
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