The video opens with an introduction where a car engine comes on and the tailpipe starts to sputter. As we originally see the group riding on the front of the car and dancing to the rhythm while they are going to a house party, Leaders of the New School comes in with a smooth-like, mellow flow. Busta Rhymes is the first to spill his lyrical lines about his ups & downs.
Charlie Brown comes in with a second verse right after Busta and begins to flow on. Then Dinco D drops his last verse with a little ad-lib into the song. As the Leaders are performing in front of the people, the music fades and the video ends.