<P> At work one day when on lunch break, Jimmy witnesses a rap battle in which an employee (Xzibit) insults a gay co-worker, Paul (Craig Chandler). Jimmy joins the battle and defends Paul . Alex is impressed by Jimmy's actions; they have sex in the factory . Wink arranges for Jimmy to meet with producers at a recording studio, but Jimmy finds Wink and Alex having sex . Enraged, Jimmy attacks Wink as Alex tries to break up their altercation . In retaliation, Wink and the Leaders of the Free World assault Jimmy outside his mother's trailer . The leader of the gang, Papa Doc (Anthony Mackie), holds Jimmy at gunpoint, threatening to kill him before being dissuaded by Wink . </P> <P> Jimmy's best friend and battle host, Future (Mekhi Phifer), pushes him to get revenge by competing against the Leaders of the Free World at the next rap battle . However, Jimmy's late - night shift conflicts with the timing of the next battle tournament . A goodbye visit from Alex, who is moving to New York, changes his mind about competing, and Paul agrees to cover his shift at work as a thank you . Jimmy goes to the battle . </P> <P> In all rounds of the rap battle, Jimmy has to compete against one member of "the Leaders ." After winning the first two rounds, he has to challenge Papa Doc . He wins by exposing his opponent's weaknesses as well as his own . With nothing to say in rebuttal, Papa Doc hands the microphone back to Future, embarrassed . After being congratulated by Alex and his friends, Jimmy is offered a position by Future, hosting battles at The Shelter . Jimmy declines, saying he has to get back to work and to find success his own way . He walks to work with renewed confidence about his future . </P> <Ul> <Li> Eminem as Jimmy "B - Rabbit" Smith, Jr . </Li> <Li> Mekhi Phifer as Future, Jimmy's closest friend and the rap battle host </Li> <Li> Brittany Murphy as Alex Latourno, Jimmy's love interest </Li> <Li> Kim Basinger as Stephanie, Jimmy and Lily's mother </Li> <Li> Anthony Mackie as Papa Doc </Li> <Li> Michael Shannon as Greg Buehl, Stephanie's boyfriend </Li> <Li> Eugene Byrd as Wink </Li> <Li> Evan Jones as Cheddar Bob, Jimmy's friend </Li> <Li> Omar Benson Miller as Sol George, Jimmy's friend and Iz's brother </Li> <Li> De'Angelo Wilson as DJ Iz, Jimmy's friend and Sol's brother </Li> <Li> Taryn Manning as Janeane, Jimmy's ex-girlfriend </Li> <Li> Proof as Lil' Tic </Li> <Li> Xzibit as Mike (Male Lunch Truck Rapper) </Li> <Li> Craig Chandler as Paul </Li> <Li> Obie Trice as Male parking lot rapper </Li> <Li> Chloe Greenfield as Lily, Jimmy's sister </Li> <Li> John Singleton as Bouncer </Li> <Li> Miz Korona as Vanessa (Female Lunch Truck Rapper) </Li> <Li> Brandon T. Jackson (uncredited) as a Chin Tiki club - foe </Li> </Ul>

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