Situations and dialogue are recognizably human and regionally exotic. The film has the gritty look of a 70's exploitation film (love those opening credits scrawled in bright yellow retro bubble letters) and the Memphis locations (production design by Keith Brian Burns, art direction by Alexa Marino, '2 Fast 2 Furious') are as down at the heels as the characters. Once you get over the lack of ugliness in Djay and his girls' characters (Djay's shoving Lex out the door is his worst display of violence), there isn't anything that doesn't feel positively real.

Equipment failures and professional friction add to the mix, but in the midst of the mess, something exciting is happening - this tight little group is giving birth to a new sound. Henson, 'Baby Boy') is sidelined with a pregnancy). Lex (Paula Jai Parker, 'She Hate Me,' 'Phone Booth'), DJay's 2nd income, gets troublesome, so DJay throws her and her kid out, upsetting Nola and Shug (third girl Shug (Taraji P. Key's wife Yevette (Elise Neal, 'Paid in Full,' 'Mission to Mars') is less than pleased he's spending time in a whore house. Key's impressed with what he hears and brings in Shelby (DJ Qualls, 'The New Guy') to provide the beat.

A junkie hard up for money sells him a Casio keyboard for a quarter. At Arnel's Bar, the owner (Isaac Hayes, 'South Park's' Chef) confides that Skinny will be in town and that DJay should procure some 'good stuff' for him - a brush with fame all but assured. All of a sudden, things start to click for Djay. Djay's not merely disgruntled for his own situation, but clearly he thinks Nola should be aiming higher herself as well (and when she does, it's corny as hell, but satisfying). The camera pulls back (cinematography by Amy Vincent, 'The Caveman's Valentine') to reveal that he's talking to Nola (Taryn Manning, 'A Lot Like Love,' '8 Mile'), one of his three girls, in his Chevy Caprice Classic (complete with rust-proofed front fenders). The film begins with a tight shot of DJay (Howard, in a breakthrough role if ever there was one, delivering a beautifully written soliloquy) as he offers his philosophy on why men are like dogs except for the fact that dogs never question their purpose. Writer/director Craig Brewer may be accused of sugar coating the lives of a pimp and his whores, but he and his cast have created such slam dunk terrific characters, that one can suspend one's disbelief and giddily get into their groove. 2005's Audience Award winner is the real deal, though.

All too often, 'hits' from the Sundance Film Festival make one wonder how altitude affects audiences.

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