It's 1995 Detroit and Jimmy Smith, Jr. a.k.a. "Rabbit" (EMINEM) is a young white man stuck in a dead-end life. After breaking up with his girlfriend, Janeane (TARYN MANNING), he's moved back home into the trailer park with his single, white-trash mom, Stephanie (KIM BASINGER), her much younger boyfriend, Greg Buehl (MICHAEL SHANNON), and Rabbit's young sister, Lily (CHLOE GREENFIELD).
Rabbit spends a great deal of time hanging out with his friends Cheddar Bob (EVAN JONES), Sol George (OMAR BENSON MILLER) and DJ Iz (DE'ANGELO WILSON). He also puts up with the urging from another friend, Future (MEKHI PHIFER), to participate in his nighttime rap standoffs where the contestants have forty-five seconds each to put down and verbally defeat their opponents.
The last time Rabbit tried to compete, he froze on the stage, much to the delight and taunting of rap champion Papa Doc (ANTHONY MACKIE) and the rest of his "The Free World" crew. Notwithstanding that, local entrepreneur Wink (EUGENE BYRD) wants to help him with his budding career, just like he's doing for would-be author Alex (BRITTANY MURPHY), with whom Rabbit is instantly smitten.
While dealing with living at home and working at the local assembly plant pressing car bumpers, Rabbit tries to cope with the internal and external forces that affect his attitude and self-esteem as he tries to get his life back on track and make something of himself.