Kim Basinger

Detroit 1995, Jimmy is an aspiring rap artist, trying to make a music career for himself. Although encouraged by his friends, Jimmy worries about his potential as a rapper. One night, Jimmy 'chokes' during a rap battle at a local venue (with a stage name of B-Rabbit), the Shelter, and he leaves the stage humiliated. Jimmy becomes speechless when the African American rappers (from the group called "Leaders of the Free World") attack his white trash background, and term him as privileged and out of touch with reality. Jimmy's friends include Future, Cheddar Bob, Sol George (Omar Benson Miller) and Iz (De'Angelo Wilson). Jimmy Smith (Eminem), a young and unhappy blue-collar worker from a poor family, struggling with different aspects of his life. He has moved back north of 8 Mile Road to the rundown trailer home in Warren, Michigan of his alcoholic mother, Stephanie (Kim Basinger), his sister Lily (Chloe Greenfield), and Stephanie's abusive live-in boyfriend Greg (Michael Shannon). Jimmy has to move in with Stephanie as he has been fired from the pizza place for being late too often. He needs a place to stay till he can get a job and make rent. Jimmy is focused on getting his music career started, but he seems unable to catch a break. Just recently, he ends a relationship with his girlfriend, Janeane (Taryn Manning) (Jimmy left her his car as she claimed that she is pregnant) and begins a new relationship with Alex (Brittany Murphy), whom he meets at the factory when she shows up one day looking for her brother. Jimmy comes to realize that his life has remained largely the same since he graduated high school (Greg used to be classmates with Jimmy and Future at school). At first, Jimmy considers himself a victim of his circumstances and blames others for his problems. Over time, though, Jimmy begins to take more responsibility for the direction of his life. Stephanie discovers an eviction notice as Jimmy is getting ready for work. Stephanie wants to hide the notice from Greg as he is supposed to get a fat settlement check from an accident, and Stephanie hopes that she and Lily can move into a new house with that money. She doesn't want to freak out Greg and wants Jimmy to help with the money. Jimmy appears to decide to take his day job more seriously, and this becomes evident to his supervisor at the factory. Initially, when Jimmy requests extra shifts, his supervisor Manny laughs at him (because of his tendency to be late to work), but by the end, Jimmy's improved attitude and performance earns him the extra work he had originally asked for. Jimmy is friends with Wink, who has ties to a record label promoter. Wink has promised Jimmy that he will take Jimmy along for a record deal with the promoter. Jimmy's friend Future does not trust Wink and considers him to be a negative influence. Through Jimmy, Wink meets Alex. Jimmy relationship with Wink becomes strained after he discovers that Wink does promotional work for Jimmy's rivals, a rap group known as "Leaders of the Free World". Papa Doc is the leader of this group and he particularly dislikes Jimmy. He even pulls a gun on Jimmy during one of their confrontations but is pulled back by his entourage. At one point, Jimmy and his friends get into a violent brawl with the Free World crew (When Jimmy watches Wink with Papa Doc, having a meeting), which is disrupted when Jimmy's friend, Cheddar Bob (Evan Jones), threatens them with a gun and accidentally shoots himself in the leg; he survives after being rushed to the hospital. During a lunch break at work, one of Jimmy's co-workers performs a freestyle rap insulting his co-worker, Paul, insinuating Paul is gay. Jimmy raps a freestyle defending Paul, which improves his confidence after a positive reception. Alex arrives and is impressed by Jimmy's talent, and they have sex. Despite her best attempts to keep the eviction notice a secret, Greg discovers it and confronts Stephanie. When Jimmy punches Greg for pushing his mother to the ground, they fight, ending in Greg leaving Stephanie for good. Jimmy's relationship with Alex ends when Jimmy walks in on his friend Wink (Eugene Byrd) having sex with her. Jimmy beats up Wink, which later causes Wink to officially join forces with Jimmy's enemies, the Leaders of the Free World. Later, Wink and the Free World gang jump Jimmy outside of his mother's trailer, but when one member pulls a gun on Jimmy, Wink stops him, and they leave. After the group has left Jimmy alone, his mother arrives with enough money to pay to avoid eviction, having won $3,200 at a bingo tournament. As Jimmy finds Stephanie lying on the porch, they have an argument, prompting Stephanie to kick Jimmy out of the house. Jimmy's friends hail him as an incredible rapper, and his friend Future (Mekhi Phifer) puts pressure on Jimmy to get his revenge by competing against the Leaders of the Free World at the next rap battle. However, Jimmy's late-night shift conflicts with the next battle tournament. A visit from Alex changes his mind about competing. Paul (Craig Chandler), a gay co-worker who Jimmy stood up for earlier, agrees to cover for him and he participates in the battle. The battle acts as kind of a "final conflict" with the Leaders of the Free World gang who have harassed Jimmy. It has three rounds, and in each of them Jimmy faces a member of the gang. Jimmy wins both of the first two rounds with progressively more impressive freestyle raps. In the last round, he is paired against Papa Doc (Anthony Mackie), the tournament's most feared battler. Jimmy is aware that Doc knows all his weak points, so he decides to address them preemptively with his freestyle. Jimmy acknowledges without shame his lower-class white trash roots and the various humiliations the Free World gang have inflicted on him, and then uses the difficult life he has had as a springboard to reveal the truth about Papa Doc: Doc, whose real name is Clarence, despite passing himself off as a thug, has a privileged background, having attended Cranbrook, a private high school, and growing up in a stable two-parent household. With nothing to say in rebuttal, Papa Doc hands the microphone back to Future and Jimmy wins the battle. As Jimmy leaves the venue, Future suggests that he stay and celebrate his victory while also offering a position that would allow him to host battles at The Shelter. Jimmy turns him down, claiming he has to get back to work and to find success his own way. He then starts walking back to work, feeling more confident about his future.

In early 1950s Los Angeles, LAPD Sergeant Edmund "Ed" Exley (Guy Pearce) is determined to live up to the reputation of his father, famed detective Preston Exley, who was killed by an unknown assailant whom Exley nicknamed "Rollo Tomasi". Already isolated from other officers by his intelligence and career ambitions, he volunteers to testify against them in the "Bloody Christmas" case (6 Mexicans were brought into the station for allegedly beating up 2 officers. The rumors grew through the night till the cops believed one man lost an eye and the other died. They launch a full on assault on the 6 Mexicans while they were in the locker. Exley was locked up as he didn't participate and instead threatened to name everyone in his report) in exchange for promotion to Detective Lieutenant, against the advice of precinct captain Dudley Smith (James Cromwell). Exley is very "by the book" and refuses to plant evidence or stage an encounter even when it is clear that the perpetrator is guilty. Plainclothes Officer Wendell "Bud" White (Russell Crowe), whom Exley considers a "mindless thug", is obsessed with viciously reprimanding woman-beaters. White hates Exley due to his partner, Dick Stensland (Graham Beckel), being fired thanks to Exley's testimony in the "Bloody Christmas" case. With crime boss Mickey Cohen (Paul Guilfoyle) imprisoned for 10 yrs for tax evasion while his underlings are being mysteriously killed, Cpt. Smith recruits White to torture out-of-town criminals trying to gain a foothold in Los Angeles to encourage them to leave town. While at a liquor store, White also encounters Lynn Bracken (Kim Basinger), a hooker resembling Veronica Lake, and former cop Leland "Buzz" Meeks (Darrell Sandeen). Both work for Pierce Patchett (David Strathairn), whose Fleur-de-Lis service runs high-end prostitutes altered by plastic surgery to resemble film stars. Sergeant Jack Vincennes (Kevin Spacey) is a narcotics detective who moonlights as a technical advisor on Badge of Honor, a TV police drama series. Sid Hudgens (Danny DeVito), publisher of the Hush-Hush tabloid magazine, tips him off on celebrity criminal activity in order to facilitate high-profile arrests that Hudgens can then feature prominently in his publication. Exley soon investigates a robbery and multiple homicide at the Nite Owl coffee shop. Stensland was one of the victims. Exley and Vincennes track down & arrest three African-American felons for the crime; Exley interrogates them and cleverly gets them to confess that they raped and bled a white girl (but they technically never confessed to the Night Owl murders; White gets the address and is able to rescue the white girl they had been raping (White kills the 4th perpetrator who was holding the girl hostage and plants evidence to make it look like he was shot at, which Exley doesn't appreciate); The perpetrators later escape from police custody and are killed by Exley in a shootout. Exley is decorated for bravery. Although the Nite Owl case appears solved, Exley and White individually investigate further, discovering evidence of corruption all around them. The rape survivor admits that the rapists were with her the entire night, on the night of the Night Owl incident. White begins a relationship with Lynn, and recognizes Nite Owl victim Susan Lefferts (Amber Smith) as one of Patchett's escorts. White is surprised when Patchett tells him that Meeks no longer works for him. Lefferts' mother tells White that Stensland was Susan's "boyfriend"; He smells something odd in the Leffert house; White searches the crawl space under the mother's house and finds Meeks' corpse. He then interrogates Johnny Stompanato (Paolo Seganti), Mickey Cohen's ex-bodyguard, who says Meeks was trying to sell a large stash of heroin he had stolen. Exley finds that White was looking around the Night Owl files and follows him to the Leffert house. After White leaves, he brings Meeks body to the morgue for identification and asks for Vincennes's help. Hudgens, with Vincennes' knowledge, paid struggling actor Matt Reynolds (Simon Baker Denny) to engage in a homosexual tryst with District Attorney Ellis Loew (Ron Rifkin) with the intent to set Loew up for arrest and public humiliation. After Reynolds is found murdered, a guilt-ridden Vincennes joins Exley's investigation to find the killer. Vincennes & Exley follow White and find out that he met Stompanato and that he is seeing Lynn as well. Exley and Vincennes find that they body belonged to Meeks, an ex-cop. Vincennes looks at his old files in the archives. Exley goes over to Lynn to find out why she has been fucking White. Lynn seduces Exley and he starts fucking her, only for Hudgens to take photos of them having sex (on Patchett's instructions, who was concerned when both Vincennes and Exley came over to his house for interrogation on Leffert and Reynolds).. Vincennes later confronts Smith with evidence that Meeks and Stensland worked together under Smith's command a decade earlier, and dropped an investigation on Patchett, who had Hudgens photographing businessmen with hookers in a blackmail scam. Smith suddenly shoots Vincennes, who dies after murmuring "Rollo Tomasi", a name that Exley told him in confidence. The next day, Exley's suspicions are aroused when Smith asks him who "Rollo Tomasi" is. During an interrogation of Hudgens, Smith arranges for White to see photos of Lynn having sex with Exley, which sends White leaving in a rage to find him. At the police station, White and Exley fight, but stop when both realize that Smith is corrupt. They deduce that Stensland killed Meeks over the stolen heroin, and that the Nite Owl killings were to allow Smith to kill Stensland. The three African-Americans were framed by evidence planted by Smith's men. Finally collaborating together, Exley and White interrogate Loew, and learn that Smith and Patchett (aided by Hudgens' blackmail photos of Reynolds with Loew) have been taking over Mickey Cohen's criminal empire (Reynolds had heard the whole thing and hence was killed), and that the killings were because of Smith tying up loose ends. They later find Patchett and Hudgens murdered. They manage to save Lynn before Smith and his goons get to her. Smith lures Exley and White into an ambush. After the pair kill Smith's hit-men in a gunfight, White and Smith wound each other. Exley holds Smith at gunpoint, but when Smith tries to surrender to arriving police, Exley shoots him dead (against his own principles). At the police station, Exley explains what he, Vincennes and White learned about Smith's corruption. The LAPD thus decides to protect their image by saying Smith died a hero in the shootout, whilst awarding Exley a second medal for bravery. Outside city hall, Exley says goodbye to Lynn and White before watching them drive off to Lynn's home in Arizona.