Directed by Frank Lin this movie tells the story of a group of talented but financially struggling B-Boys that join an underground fighting ring in Downtown Los Angeles that uses Hip-Hop music and Break dancing to battle for money. To save the life of one of their friend's father, the B-Boys form a strong bond. They fight for each other, for their families and for a better future.

Mike, an experienced stripper, takes a younger performer called The Kid under his wing and schools him in the arts of partying, picking up women, and making easy money.