|Eddie Griffin||Miles 'Foolish' Waise|
|Master P||Quentin 'Fifty Dollah' Waise|
|Daphne Lynn Duplaix||Clarisse|
|Andrew ``Dice'' Clay||El Dorado Ron|
|Bill Nunn||Jimmy Beck|
|Bill Duke||Studio Producer|
Miles ''Foolish'' Waise is trying to get his career as a stand-up comic off the ground, while his older brother, Quentin, better known as the criminal ''Fifty Dollah,'' has his own problems. The siblings receive maternal advice from their caring grandma and try to improve their lives, but they conflict with each other when the lovely Desiree appears on the scene, and they are both hopelessly attracted to her.