The film follows three young men as they are drawn into lives of crime. Nick (Crowley) uses his entry-level corporate job to commit credit card fraud and deals drugs on the side. K-Luv (Mackie) is a member of the "V-Dubs", an African-American street gang. Lincoln (Leung) is a rising figure in the Chinese mafia. Gentrification forces Nick's family to move out of their home in the Mission District into Hunter's Point where they are harassed by the V-Dubs. K-Luv's side business of selling bootleg compact discs leads him to enlist Nick's help to bootleg CDs and to negotiate a truce with Lincoln. Lincoln conducts an affair with his boss' daughter Angela (Carpio), a Stanford student engaged to a medical student classmate.

Sensitive but unsuccessful New York magazine columnist Michael (James Lorinz King of New York, Frankenhooker) looks on with hopeless envy as his self-confident, shallow brother Frankie catches all the women, makes all the money and never feels a pang of remorse at his amoral behavior. Enter Lila (Barbara Sicuranza), a tough, sexy bartender. Initially Frankie's got her, and Michael gets fixed up with her biker chick roommate (Joan Jett, of Joan Jett and the Blackhearts). Then, through a twist of fate, Michael finds himself vying with Frankie for Lila's affections, and the results are both riotously funny and touching. Filmmakers Roy Frumkes and Rocco Simonelli (writers of the cult hit The Substitute) have created a romantic comedy... for people who hate romantic comedies!