Over the titles, an intense, rap/dance skit is being performed by a cross section of angry young men. Hovering just off stage is the program coordinator, an African-American named Ray Bonds. Out front, the all-male audience is comprised of tough looking characters of various ages. The camera pans the crowd until it focuses on Tommy and Dominic, a pair of Italian-Americans in their forties. They’re enjoying the spirited performance as the credits end. Suddenly, a spectator is viciously stabbed two rows in front of them. The crowd scatters and the music screeches to a halt. The lights are snapped on and sirens blare. We now see that the show was taking place inside a prison — the federal penitentiary at Terminal Island, California. The guards quickly quell the ensuing chaos and place the dying victim on a stretcher. The show is abruptly canceled and the inmates are locked back inside their cages.

Tommy and Dominic are cell mates. Boyhood friends from Brooklyn, they’re Mafia soldiers serving out the final weeks of a five year racketeering sentence. With freedom in sight, they engage in a spirited debate about their post-release plans. Dominic intends to hop on the first jet to New York and jump into the fray of a vicious, internal war currently raging over the crime family’s vacant leadership. Tommy wants no part of the carnage back east. He’d rather stay in Los Angeles, go straight, and leave the old ways behind. Dominic emphasizes that such a choice is not an option. “No one leaves the mob,” he warns. “You gotta come back with me to Brooklyn.”

Out in the yard, the pair bump into Ray as he fervently lectures some younger inmates about using their musical talents to stay clean. Ray later explains to Tommy that when he’s released in a few days, he plans to establish a performing arts center in South Central LA aimed at redirecting the energies of disadvantaged youths. Tommy is impressed with Ray’s sincerity and wishes him well.

Tommy and Dominic are released amid quite a bit of media fanfare. Through the news reports, we learn that Tommy was once his family’s “Golden Goose,” a suave operator who earned billions for the mob by maneuvering in the legitimate business world. Although wary of the media, he briefly stops before the cameras to repeat his vow of leaving that life. Dominic frowns in the background, then ducks inside a waiting limousine. The driver and other sinister looking men sitting in the limo scowl at Tommy, who ignores them. Instead, Tommy’s attention is glued to his beautiful Latin wife, Connie. He quickly hops into her car and speeds off to a hotel for a night of renewed passion. The following morning, they return home and celebrate with their two small daughters.

That afternoon, Tommy checks in with his parole officer and is greeted by the U.S. Attorney and a pair of FBI agents. The feds have been pounding him for years to become a witness against his mob family and attempt to squeeze him again. Tommy repeats that he’s finished with New York and refuses to cooperate. The feds leave in a huff. The parole officer, a decent man, shrugs and tells Tommy that the feds are going to do everything in their power to violate his parole in order to gain leverage. “You’re going to have to stay squeaky clean,” the PO warns. “If you spit on the sidewalk, they’re going to throw you back in and start turning the screws.”

Tommy nods wearily as the PO goes over the basics — he’ll need a real job, and can no longer associate with other felons. If he so much as has hot-dog on a street corner with one of his old mob pals, it’s back in the slammer. Tommy asks about visiting Ray and helping him with some community service projects, and the PO agrees to make an exception.

At home, Connie brings up her fears regarding her husband’s future. She desperately wants him to stay away from New York, but worries about the enemies such a decision might create. Tommy tries to convince her that everything will be okay.

The next day, Tommy visits Tony Girado, a powerful Hollywood agent. Girado, another former Brooklyn associate, is uneasy about seeing the ex-mobster, but pretends to be Tommy’s long lost best friend. Tommy explains that he needs a job to keep his PO happy. Girado begs off, citing Tommy’s notoriety. Tommy reminds Girado how he got his big time Hollywood job — Tommy placed him there years before using his mob influence. Girado gets the message. He offers to make Tommy a $500-a-week talent scout for his famous agency. Tommy chuckles at the entry-level position and Girado’s lack of sophistication in offering it, but readily accepts.

Determined to give the talent scout business an honest shot while waiting to get back on his feet, Tommy tracks down his prison friend Ray. True to his word, Ray is laboring in a dilapidated building, struggling mightily to transform it into a performing arts center. Without funding or help, he’s barely surviving. Sadly, even the area youths don’t seem to care. The drug dealing gang members cruise by in their expensive low riders, ridicule Ray, and diss the ramshackle operation as being “uncool.” Tommy sets out to change that. He finds a nicer building owned by the city and joins Ray in pushing the City Council to allow them to use it. Initially unwilling to turn the place over to a pair of ex-cons, the council is swayed by Tommy and Ray’s determination to help the area’s troubled teens.

After that victory, Tommy visits another old Brooklyn friend, now a rich movie producer, and convinces him to give Ray a $100,000 grant. Tommy and Ray, with the help of some supportive parents, use the money to spruce up their new headquarters, buy instruments and recording equipment, and build a sound stage and auditorium. The attractive, well-stocked center quickly draws the attention of the neighborhood kids. Soon, anyone with a hint of musical or dancing talent begins gravitating to the place.

Connie, who started out being apprehensive about the project and fearful of the violent, uncouth teens, is persuaded to teach a series of well-attended dance classes. The former Solid Gold dancer quickly discovers that even the most anti-social youths are filled with the same burning desire to perform that she once had.

Despite the center’s growing popularity, Tommy and Ray know that they’ll never be fully accepted until they can win the approval of the local gang leaders. That proves to be no easy task, especially when considering that Ray created the center to provide an alternative to gangs, and to offer a way out to those already deeply involved in the deadly gang lifestyle. Those goals make the center a target for the gang’s vengeance. Windows are broken and angry graffiti blights the walls and sidewalks, scaring off potential students and disturbing visiting city officials. Tommy and Ray decide to tackle the problem head on, calling a summit meeting of all the area gang leaders. Those unwilling to attend are convinced to do so by some of Tommy’s old associates. Tommy challenges the “tough guys” among the motley crew of arrogant, sarcastic African-Americans, Latinos, Asians and whites to meet him there the next day for a little field trip. Not wanting to appear as cowards in the eyes of their rivals, the leaders all show. Tommy and Ray bus them to Terminal Island, where they’re chewed out and set straight by former leaders of their very same gangs. Not only do the prison-hardened cons get their points across verbally, but they break into an almost bizarre, but true-to-life rap that accurately reflects how cons use street music to communicate in their harsh, dismal environments. The gang leaders are shaken — and moved. They promise Tommy and Ray to stop fighting the center.

With the gangs’ support, the center really takes off. As Tommy predicted, some of the most talented boys and girls in the “hood” are gang members or girlfriends of gang members. The place begins to pulsate with raw talent and energy. Some of the teens secretly approach Tommy asking for help in breaking from the gangs and trying to make it as professional entertainers. Tommy tells them that if he can quit his gang — the most powerful gang in the world — then they can quit theirs. Tommy backs up his encouraging words by rewarding those who take off the gang colors with a professional assessment of their talents at his friend’s famous agency. In some cases, the assessment leads to bookings.

Overall, the center’s first major goal is to create and polish various acts with the intention of entering a prestigious, nationwide talent competition that offers college scholarships and recording contracts. That hits a snag when the competition’s snooty organizers refuse to accept Ray’s upstart, inter-city center as a legitimate provider, a racist decision that bums everyone out. Tommy comes to the rescue and convinces the organizers to reverse their decision and allow Ray’s kids to compete.

Just when things start going well, the roof caves in. The U.S. Attorney and FBI are unimpressed with Tommy’s community service activities and increase their efforts to violate him. They interrogate virtually everyone he comes across and try to pressure them into making accusations of illegal activities. If that’s not bad enough, an informal delegate of mobsters corner Tommy at a local restaurant and deliver the message that the LA song and dance games are over and that “da family want’s you back in New York immediately.” Tommy again refuses. He’s left with the warning that the next visit won’t be as friendly.

The mobster’s aren’t bluffing. Tommy receives word that a rival faction has captured Dominic and plan to kill him unless Tommy returns to Brooklyn. Determined to save his childhood friend, he prepares to leave. Connie spots him packing and goes ballistic. She accuses him of throwing his life away for a man who willfully chose his violent path. “You can’t win,” she pleas. “They’re either going to kill you and Dominic, or the government will violate you for meeting with them. You get on that plane, and your life is over!”

Tommy knows she’s telling the truth, but can’t turn his back on Dominic. He continues packing. Furious, Connie threatens to leave him. “You walk out this door, and it’s over between us!”

A brokenhearted Tommy returns to Brooklyn, unwilling to sacrifice his friend’s life to save his marriage. He’s met at the airport by some familiar faces who bring him to a secluded house for a critical sit down. Before agreeing to hear his former associate’s latest proposal, Tommy demands Dominic’s release. The family consents. When the conversation begins, Tommy is shocked to discover that instead of heavy handed threats, the acting Boss practically begs him to return in order to end the deadly civil war that is destroying the once powerful criminal organization from within. Both warring factions have agreed to compromise and accept Tommy as the family’s new Boss. If Tommy agrees, they’ll put down their arms and make peace.

“Everybody was happy when you were here raining all that money down,” the acting Boss explains. “When you got busted, the money shower ended and we were all at each other’s throats. Only you can stop the slaughter.”

Tommy wasn’t prepared for an appeal of this nature. He weighs it in his mind, tempted by the prospect of ending the bloodshed and saving the lives of so many of his long time friends. He agonizes over his decision, but realizes that no matter how noble his gesture, it won’t work. The feds would never allow him to take over the family. They’d bust him within the week, and the family would be right back where they started. Tommy tries to explain this to his gathered associates, but they refuse to listen. He takes another tact, arguing that he’s a different person and doesn’t have it in his heart to live that life anymore. His misgivings would make him an uninspiring leader. In contrast, Dominic still has the fire and is better suited to unite the family. Plus, Dominic wouldn’t bring nearly as much law enforcement heat. The acting Boss counters that Dominic doesn’t command same respect and couldn’t stop the war. Tommy is left with no alternative but to tell them yet again that his decision to leave the mob is final. “Either kill me, or let me go. It’s up to you. ” After a tense moment, the acting Boss signals his soldiers to let Tommy walk. “We’ll let him think about it for a while,” he explains after Tommy leaves. “He’ll come to his senses. He knows the consequences.”

With a guilty conscious, Tommy returns to Los Angeles and finds his house empty and Connie and the kids gone. Before he has time to grieve, the door bursts open. The U.S. Attorney and a fleet of FBI agents and L.A. police swarm in and arrest him on a trumped up parole violation. They charge him with extorting the movie producer for the $100,000 contribution, and coercing the talent contest officials into allowing Ray’s group to enter the competition.

The news of Tommy’s arrest rocks the center. Many of the kids, especially the gang members, had placed their hopes and aspirations on him. They viewed Tommy as a role model whose efforts to go straight mirrored their own. Seeing him get the shaft from the “man” makes them angry and bitter. Ray has to struggle to keep their minds focused on their goal of winning the competition.

The kids, including the gang leaders, pack Tommy’s court hearing to show their support. The witnesses — the producer and contest official — are reluctantly forced to testify. Unnerved by the crowd, they are moved to tell the truth. The producer admits that the donation came through an honest request that was not based on threats or intimation. Any fear he felt was self-created because of Tommy’s past reputation. The contest official follows suit, admitting under oath that Tommy had behaved no differently than other talent agents acting as an advocate for their performers. In addition, both the producer and contest official testify that the pressure and intimidation they did feel came not from Tommy, but from the U.S. Attorney and FBI! They state that they were constantly fed questions worded in ways to implicate Tommy of illegal acts.

To the cheers of the audience, the judge scolds the U.S. Attorney and FBI and overrules their overzealous effort to violate Tommy’s parole. Surrounded by the kids, Tommy spots Connie standing in the back of the court shepherding a second group of teens. He realizes that she not only came to show her support, but organized the crowd. Misty eyed, she winks and blows him a kiss.

Buoyed by Tommy’s release, the teens rehearse their acts with renewed spirit. The singing and dancing crackles with energy. Everyone is set to knock’em dead at the competition.

A week before the big event, Tommy is about to enter the center when two men appear out of nowhere and shoot him at close range. A gang member passing by returns the fire with an automatic weapon and chases away the assassins before they can finish Tommy off. Tommy pleads with gang member to take him to the hospital before anyone else finds out what happened. Mortally wounded, he makes the youth promise not to tell anyone so the kids can keep their minds on the contest. Despite the gang member’s promise, word gets out and the teens are devastated. Angrier and more bitter than ever before, they decided to bag the competition and return to their old criminal ways. Connie steps in and tells them that if they really care about Tommy, they’ll go back into the studio and win the contest. “If you quit now, you might as well have pulled the trigger of the gun that shot him.”

The kids listen and decided to win the competition for Tommy. The morning of the event, Tommy awakens from his coma and asks the nurse what day it is. When she tells him, he tries to get up, explaining that he has to be somewhere very important. She restrains him, saying he’s much too weak. “You nearly died. You aren’t going anywhere,” she admonishes.

At the auditorium, Ray’s kids watch as polished acts from around the country do their thing. Ray realizes that his charges are becoming intimated by the more refined skills of their richer, suburban peers. How can they hope to compete with coddled children who have trained for such events at costly academies their entire lives? Ray tries to pep them up, but senses that they are losing their confidence. Just before they go on, Tommy appears backstage. He’s weak and heavily bandaged, but in good spirits. He tells the kids that he didn’t escape from intensive care to see them lose. Filled with inspiration, the teens regain their confidence and put on the show of their lives, easily winning the contest. Tommy and Connie embrace back stage as the prizes are awarded.