In violence-ridden Los Angeles O2 (Tyrese Gibson) is a paroled ex-con with two felonies on his record who is trying his best to go straight so he can take care of his son Junior (H. Hunter Hall). When Cousin Lucky (Larenz Tate) neglects to pick up Junior after school, O2 takes off early from his security guard job to take him home. Junior is sleeping in the back seat when carjackers attack, beat up O2 and take the car during a wild chase and shoot-out. Junior ends up in the hands of Meat (The Game), the head of the Outlaw Syndicate who has a history with O2. When Lucky again fails O2 and Junior, street-wise CoCo (Meagan Good) steps in to help as Meat demands $100,000 to keep Junior alive. Although another felony conviction will put him away for good under the three-strike law, O2 can only raise the cash with a series of crimes that pit rival gangs against each other. CoCo goes along to help but her presence make the couple appear to be a modern Bonnie and Clyde. The two quickly become waist deep in trouble from all sides.