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.

As the world crumbles around them, a couple running for survival find temporary shelter in the company of a newly retired schoolteacher who has a unique perspective on human nature and a grim prognosis for mankind.