While the film is a remake of the original Battles Without Honor and Humanity series, it has no direct similarities. Set in Osaka, it focuses on former childhood friends Kadoya Kaneo and Tochino Masatatsu as their lives cross paths again. Kaneo is now a yakuza member, while Masatatsu is a nightclub owner with a distaste for crime gangs. When a yakuza boss dies, a struggle for his position takes place between Kaneo's boss Awano and the young Nakahira. Nakahira's men try to extort money from Masatatsu, bringing him in between a yakuza battle.
When record store owner Rob Gordon gets dumped by his girlfriend, Laura, because he hasn't changed since they met, he revisits his top five breakups of all time in an attempt to figure out what went wrong.
Upon learning that he has to come out of retirement to steal 50 cars in one night to save his brother Kip's life, former car thief Randall "Memphis" Raines enlists help from a few "boost happy" pals to accomplish a seemingly impossible feat.