Clarence Jenkins (Curtis "50 Cent" Jackson), who lives with his mother Donna (Kar) and his gifted brother Shocka (Elijah "Strong-E" Williams), works in a supermarket after having his dreams of playing basketball professionally destroyed due to a knee injury.

After Donna is accidentally shot and killed by a gunman named Tiny (Shorty Red) in a drive-by shooting, Clarence is unsure how to prevent Shocka, who has already been accepted to all eight Ivy League universities, from going into foster care.

After obtaining financial success from his newly found criminal lifestyle and becoming able to provide to his brother, Clarence runs into Princess, the beautiful woman from the supermarket.

When Princess arrives and steals all of Clarence's money from the drawer, Shocka realizes what is going on and vows revenge on her for getting his brother killed.

Tony Yayo, another member from G-Unit, contributed his solo rap song "Face Off" (produced by Dream Team) in the film.