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As Winston’s memories gradually return, he remembers that, while under the influence of a drugged drink at the Rat’s Nest Bar, he sold Tara into prostitution to the feared pimp Tito and publicly insulted him afterwards, which is why he wants to see him at dawn on Beacon Street (in addition to the fact that he found out that Tara’s father, Paul, is a police officer). As Winston looks around for Tara, he learns that she has been sold twice more and is now being held in room #415 at the Hotel Rivers, where she will be “tested out” by Fat Jack before he exports her as a white slave. He gets to the hotel and finds her, then manages to subdue Fat Jack when he arrives. However, she becomes incensed when she finds out from Winston that he sold her into prostitution because she believed she had been kidnapped.

As she and Winston exit the hotel arguing over his blunder and each other’s character faults, they cross paths with Tito and his entourage since Beacon Street turned out to be right next to the hotel. Danny Boy then shows up with Winston’s father’s car (having stolen it from Winston shortly after he first awoke with amnesia) and tells Tito he got this for him. Winston soon holds Tito and his posse at bay with a lighter that looks like a handgun that he bought during his search for Tara, and he and Tara get in the car. When she tries to use the gun and finds out what it actually is, Winston speeds off with Tito chasing after him. Thankfully, Winston manages to lose Tito and get out of the ghetto, after which he takes Tara to the home of her friend Lisa.

Out of gratitude for saving her, Tara calls her father at work and says that she didn’t come home after the prom because she had Winston drop her off at Lisa’s and she spent the night there. Paul comes by to pick her up, but after Winston has a chat with him, he decides to let Winston take her home since he has to go back to work. Winston and Tara kiss before they drive away. 

After a few hours, Winston (Keanu Reeves) manages to piece together the events that led up to him awakening in the alley at the beginning of the movie:

Tara (Lori Loughlin), a popular girl at the high school he attends, asked him to the junior/senior prom. However, she was only going with him because she had lost a bet with her friend Lisa (Suzanne Snyder) on a football game their school just had, and the stipulation was that the loser had to go to the prom with someone they wouldn’t normally go with, and she had picked Winston. However, on the way there, he accidentally got them both lost, and they ended up in the ghetto. A mugger then stole his wallet when he stopped at a stop light, and with his car (actually his father’s car) almost out of gas, he parked it at a parking lot and gave the attendant $5 of Tara’s money to watch the keys. To get money for a taxi to take Tara back home, they went into the Rat’s Nest Bar, intending to use one of Tara’s credit cards to have someone fill out a credit card slip like they were buying something, only instead they would get the cash. However, when he asked the bartender if the place took credit cards and Tara offered one to him, the bartender pocketed it with intent to later sell it off. He tried to clarify to the bartender what he really meant, but the bartender told him that the bar doesn’t accept any of them, then he gave him a mixed drink of ginger ale and tequila on the house. Despite being warned not to drink it by Rhonda (Theresa Saldana), a hooker standing nearby, he did so and discovered too late that it was drugged. He then managed to get Tara out on the dance floor, and they had a dance that she surprisingly enjoyed up until he slipped and fell into a table, causing him to get laughed at by everybody and her to walk off elsewhere in embarrassment. After that, he got up and started eyeballing the breast tattoo of a woman standing next to him, prompting Rhonda to pull him aside and explain to him that most of the girls in the club belong to Tito (Trinidad Silva), a feared pimp (although he has his fingers in more than just prostitution). He then told her that he needed some money, so she took him to see two guys who worked for Tito. Through a misunderstanding and him being stoned, he accidentally sold Tara into prostitution to Tito for $1500. He then got on the stage and called Tito dumb in front of everyone, resulting in him getting thrown out the back door with a warning that Tito wants to see him at dawn on Beacon Street. However, he hit his head hard on a trash can when he was getting ejected, which knocked him out. It was some time after that that he woke up with amnesia.

When Winston returned to the parking lot soon after he first woke up, a guy named Danny Boy (David Sherrill) offered to help him get into his car since he didn’t have the keys on him, and after using a slim jim to open the door and then hotwiring the ignition, Danny Boy revealed himself to be a car thief by driving off with it. When Winston tried to figure out what happened to Tara before fully recollecting his memories, he telephoned her father Paul (Michael Greene), a captain in the LAPD, at his office. While badly attempting to disguise his voice as Lisa’s, he asked Paul if he heard from Tara after she got back from the prom (since he was working an all-night shift), but he then let his real voice slip out and hung up on Paul after he realized that it was him. He later meets up with Rhonda again at the now-empty Rat’s Nest, and after reclaiming the last of his memories through a conversation he has with her, she tells him to simply ask around the neighborhood if he wants to find Tara. Soon after, Winston finds out from a couple of robbers he accidentally crosses paths with that Tara is being kept at a whorehouse called Gal Baby’s. They drop him off there, but after searching the place, all he finds is a prostitute wearing Tara’s prom dress. She eventually tells him that she bought the dress off of one of Tito’s men and it belonged to a girl who was working for Tito, and when Winston asks what happened to the girl, she replies that, once Tito found out that Tara’s father was a policeman, he sold her to someone else for $3000. Winston then remembers a guy from the bar who was eavesdropping on the deal he made with Tito’s men who told him he would’ve paid that much for Tara, so he leaves the place and flags down a passing truck driver. He then pays him $100 of the money Tito gave him to drive him around so he can ask random people about Tara’s current location, and he pays those who offer useful information. He also purchases articles of clothing from a few of them to replace his tattered tuxedo.

He eventually gets directed to an apartment building where Q-Ball (Larry Mintz), the guy he is looking for, resides. After he gets dropped off, he finds out from a newspaper vendor which apartment belongs to Q-Ball, and he buys a lighter that looks like a real handgun off of the vendor before heading inside. He busts into the apartment and threatens Q-Ball with the gun to get info on Tara, and he tells him that he sold her to a guy named Fat Jack (Peter Schrum) who exports white slaves, and he will be picking her up at the Hotel Rivers in room 415. However, he adds that Fat Jack likes to “test out the merchandise” before he ships it out, so he’d better get there fast. 

After Winston makes it to the hotel and spots Fat Jack heading in, he climbs up to the fourth floor via the fire escape and enters room 415 to find Tara clad in only her underwear and handcuffed to the headboard of a bed. While trying to free her, he hears and then sees Fat Jack coming, so he hides in the bathroom. Fat Jack comes in, but before he can have his way with Tara, she calls out to Winston for help. He and Fat Jack get into a struggle through the bathroom door until Winston launches himself at the door, knocking it off its hinges and sending Fat Jack through the rotted floor and down a few stories until he crash-lands unconscious onto the bed of Rhonda, who is living in the room he fell in. After Winston helps Tara get dressed in the available trashy clothes, Tara gives him her thanks for his help, but he says he needs to explain something to her just as he undoes the headboard. Suddenly, Rhonda comes in, and she commends Winston for finding Tara. Through further talk, Winston tells her (again) that Tara isn’t a hooker and he sold her to Tito by mistake, and this comes as an anger-inducing surprise to Tara because she thought that she had been kidnapped. She then walks off still cuffed to the headboard while warning Winston that she will be telling her father about this.

As Winston follows Tara out of the hotel, they get into a screaming argument over his error and over each other’s character faults. Rhonda starts to follow after them, but then checks her watch and notices that dawn has arrived, and she tries to warn Winston from a balcony that Beacon Street is right next to the hotel, but the argument drowns her out. Winston and Tara turn the corner onto Beacon Street and find Tito and his posse waiting there, and Tito makes it clear to Winston that he is going to kill him over both the earlier insult and for selling him a cop’s daughter. Danny Boy then turns up in Winston’s father’s car and tells Tito he has been trying to find him so he can give this car to him, and Winston tells Tito that he can have it. Tito responds by driving his knee into Winston’s crotch and then backhanding Tara when she objects. Winston then pulls out the handgun lighter and orders everyone to get back while also ordering Tara to get in the car. She soon discovers what the gun actually is when she tries to use it, and Winston speeds off with Tito chasing after them in his own car. As they go, Tara remarks in amazement to Winston that he just risked his life for her, and she considers the events they have gone through to be a real growth experience, which Winston concurs with. After a short chase, Winston manages to lose Tito and then get himself and Tara out of the ghetto.

Winston takes Tara over to Lisa’s house, and Tara telephones Paul at the police station. She acknowledges his anger over her not coming home at midnight like she was supposed to, but she tells him that Winston dropped her off at Lisa’s after the prom ended and she opted to spend the night there, and she left a message on their home answering machine to let him know of it, which he admits to have not checked. After ending her call with him, she then rings up her home phone and leaves that very message on the machine to verify her story. When Winston asks why she is covering for him, she answers that no one has ever risked their life for her before and this is her way of thanking him. They then move in for a kiss, but it is halted when Tara remembers that her dad told her he was on his way over now to pick her up. With help from Lisa, she gets dressed in appropriate attire and her hair and makeup is fixed, and Winston manages to get her free of the headboard shortly after she greets Paul at the door. Paul tells her that he checked the answering machine after she called him and got her message.

Winston leaves the house through the back door and drives up to the front in his car. Paul asks him what that call he made hours earlier to him was all about, and Winston says that he was trying to get a hold of Tara after he dropped her off. He wanted to tell her that, even though she is a pain in the butt (which Paul actually agrees with, since he told him before he took her out that he does consider her spoiled) and she doesn’t seem to care who knows it, he still wouldn’t want her to change….much. Paul allows Winston to take Tara back home, and Winston and Tara kiss each other before they drive away.