A naturally talented basketball player, Noah Cruise is determined to become a doctor using his basketball scholarship to UCLA pre-med, rather than succumb to the lure of former sports agent Vaughn and go for the NBA. His best friend, the buddy that took the fall for him and did the time for an assault charge, Tech, also an outstanding basketball player, has less lofty ambitions: he wants to get his GED and win an underground street ball game against his arrogant rival, Jewelz. Their lives change drastically when they both fall in love with two local girls, Vanessa Lilly and Eboni Jackson, and take fateful trip out to L.A. together.