DJay (Terrence Howard) is a streetwise hustler and Memphis pimp with a stable of 3 girls, Shug (Taraji Henson) who is pregnant and not working, Lexus (Paula Jai Parker) who works in a strip club, and Nola (Taryn Manning) who works out of DJay's old beat-up car in a back alley. Even with two girls working and DJay selling dirt-weed on the side, it is hard for them to make ends meet. The utility company is about to shut off their utilities, if they don't pay the bill. DJay feels that he has hit rock bottom, and he needs a change in his life. A bum trades him a Casio keyboard for some weed, and DJay takes it home. While playing the keys, DJay gets an inspiration to write rap music. He begins to write down his pimping style raps, his flow, in a little notebook while Nola is turning tricks. DJay runs into Key (Anthony Anderson), an old friend and sound engineer, who takes him to a church choir performance that reaches DJay's soul. DJay looks inside his soul and decides to get out of the business, and now he has a dream of becoming a rapper. DJay teams up with Key to make a demo song. Skinny Black (Ludacris) is a platinum selling rapper about to return to Memphis for the 4th of July. DJay believes he can hustle Skinny to hear his tape, and his dream will come true. Douglas Young (the-movie-guy) - A Memphis pimp attempts to launch a career as a rapper.