Kyle Lee Watson (Duane Martin) is an inner-city high school basketball star torn between college and the lure of the streets. During an important championship play-off game, Kyle grandstands to catch the attention of a Georgetown college scout. Instead, he impresses Birdie (Tupac Shakur), a powerful gang leader who is assembling a team to compete in the neighbourhood Shoot-Out contest, a high-stakes street basketball tournament for the bragging rights of the city. With promises of the good life: cash, cars and women, Birdie convinces Kyle to play on his team. Now Kyle's future hangs in the balance as Birdie's influence threatens his college career and possibly, his life.