Noah Cruise is a naturally talented basketball player, who 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, Tech is also an outstanding basketball player and the buddy that took the fall for him and did the time for an assault charge. Tech 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 and take fateful trip out to L.A. together.