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May Learn how and when to remove this template message The film begins with Tionne Watkins Drew Sidora narrating, telling about the girls' lives as children and summarizing their story. The film then jumps to the year in Atlanta , Georgia. Tionne, after being rejected for an all-male street dance crew despite impressing the crowd at a rollerskating center, is approached by her friend, Marie, who informs her about a girl group being formed by Ian Burke and persuades her to audition for LaFace Records.
Tionne, although reluctant, brings Crystal Jones Brooke Montalvo , the founder of the group, to meet her rapper friend Lisa Lopes Niatia "Lil Mama" Kirkland and see her perform and Crystal says that she will be perfect for the group.
After singing " Meeting in the Ladies Room ", they receive a mixed reception, mostly in part due to Crystal's ill-fated off key performance. After receiving the good news from both Pebbles and L. Reid, Lisa decides that she should call her family in Philadelphia and tell them the great news, especially her father, who told her that she would never make it as a rapper. She calls her family only to learn that her father has been shot and killed, which causes her to begin drinking heavily in her grief.
The film jumps ahead to a dance class where we see Rozonda Thomas Keke Palmer dancing. Rozonda sees Pebbles walk in and talk to her teacher. She asks one of the other girls why Pebbles was there. The girl tells her about Pebbles looking for another girl for a girl group. Rozonda rushes over and immediately talks to Pebbles and when her dance teacher tries to shoo her away, she starts singing, amazing everyone listening.
The girls become fast friends and start working on their audition with L. After the audition, Chilli asks Tionne about Dallas, and she states that he is a player - a guy who has flings with several women and will not settle down with anyone. The girls are given studio sessions, where Pebbles forces the girls to do sections of their dance routines repeatedly to get them right. During the rehearsal, Pebbles notices Chilli eyeing Dallas, who is producing some tracks for the album, and Lisa complains she is hungry whilst cursing.
She pulls all the girls aside and tells them that they will not curse or be loose, which seems to rub them the wrong way, but they get back to work.
Pebbles later leaves the girls during a studio session to attend a meeting. She tells Dallas to keep the girls working, but instead a fun food fight breaks out between the girls and Dallas. Dallas chases Chilli into one of the sound booths and proceeds to kiss her. After re-entering the studio Pebbles sees the two lip-locked lovers and begins to reprimand the girls and Dallas for their behavior while she was gone. After docking the girls two weeks' pay, she then pulls Chilli into the sitting area and tells her that she is suspended for two days and that she may or may not get her job back.
Pebbles tells Chilli to leave the studio and says that she has a lot of thinking to do. Pebbles goes and talks to Tionne and Lisa who both tell her that they want Chilli to stay. Pebbles still insists on putting out an advertisement on the radio about the auditions to see if there is another singer who fits the vision she has for the group.
During the auditions, an upset Chilli is with Dallas, who comforts her by kissing her, which leads to them making love while Tionne and Lisa sit through a day of auditions.
After a day of bad auditions, Pebbles decides to let Chilli stay in the group. Lisa and Tionne call Chilli to tell her that she is back in the group and that everything will go according to plan. Right after Chilli gets that call she looks down at a pregnancy test that she has just taken and it is positive. She tells Dallas that she is uncertain what to do, despite her desire to be a mother, and Dallas says that he will support her in whatever decision she makes.
Chilli decides that it's best that she get an abortion because of the fragile state her career is in. Tionne and Lisa come to visit Chilli after the operation to cheer her up. After Chilli has recovered, they are seen working on their first music video for their song " Ain't 2 Proud 2 Beg " from their debut album, Ooooooohhh On the TLC Tip.
During the video shoot, Chilli begins to suspect that Dallas is cheating on her when she sees him talking to another girl. Later in a car, Lisa proposes that they do a video and an album with a futuristic theme, but Tionne says that they should wait until they get recognized. The girls are then estatic when they hear " What About Your Friends " on the radio for the first time.
The girls begin their first nationwide tour as an opening act for MC Hammer , and their first concert is met with rousing acclaim from the stadium audience. Midway through the successful tour, during which their album and singles also sell well, after learning that they will only get paid once the label is reimbursed for the costs spent on them, the girls ask Pebbles if they can review their initial contracts.
A hurt Pebbles, who thinks that the girls don't trust her, storms out, so they decide to wait before pursuing the matter any further.
Backstage following a concert, Chilli eyes Dallas talking to yet another girl, arousing her suspicions, and Tionne collapses on the floor and is taken to the hospital. A doctor informs Lisa, Chilli and Pebbles that Tionne's collapse was due a crisis from her sickle-cell anemia, a fact previously unknown to them, and she needs two weeks to recover, resulting in several cancelled shows.
Tionne's mother complains to the doctor about not being given reassurance on the ongoing prognosis, but Tionne says that as long as she is living her dream of performing in front of thousands of people, she will be okay. After the girls return home from their tour, they receive their platinum records for 1 million copies sold of their album and they receive their brand new cars, but still wonder where the rest of the money is.
They go to their attorney so that they can go over their contracts, only to find out that their attorney works for Pebbles. The attorney tells them that L. Reid has all their money and they are to only get a stipend while the rest goes into an account so that they don't spend it all. They go talk to L. They decide to buy her out in order to achieve the creative freedom that they need.
In , the girls begin working on their second album CrazySexyCool , believing that their new creative freedom will come with more rights to their money. When Chilli rejects a night out with Tionne and Lisa to get some rest at home, they go clubbing at a nearby club. However, Lisa gets drunk and dances on top of the bar, and she smashes the bar owner in the head with a champagne bottle when he tries to get her to stop, causing her to be banned from the club.
Tionne takes her to a hotel, where she has a nervous breakdown about people taking things away from her. The same night, Chilli confronts Dallas about throwing a party and not inviting her, but he calms her down by kissing her. The next morning, Chilli admits to her mother that she is uncertain, saying she shouldn't be with Dallas but she cannot let him go.
During the recording of " Diggin' on You ", Tionne notices Dallas talking to another woman and scolds him for his behavior while he is still dating Chilli, who walks in, witnesses the confrontation, and sees the woman. During a night of clubbing with her friend, Lisa complains about a man watching her from afar.
Andre walks up to Lisa, proclaiming that he is her biggest fan and requests that she honor him with a dance, to which Lisa obliges. Later, as Lisa and her friend are leaving the club, Andre picks Lisa up and carries her in his arms, and despite Lisa's demands that he put her down, he persuades her to come home with him.
As they arrive in his house, Lisa asks him why there is no furniture inside; he says he was waiting for her and they kiss passionately. In , Lisa moves in with Andre and Chilli is horrified when another girl announces that she is pregnant with Dallas' baby, so she pours her heartbreak into the recording of " Creep ". Later that night, Lisa comes home and finds Andre cheating on her with another woman, she slams the woman against the wall, slaps him, and storms out.
Dallas arrives at Chilli's house the next night to apologize to her, and they make love again. At the same time, Lisa and her friend notice newly-bought tennis shoes on her and Andre's bed. Realizing that Andre did not buy her any, she throws them in a bathtub and sets fire to them to get back at Andre. However, the fire quickly spreads and his entire house is burnt down, which makes the news. Lisa flees and Tionne and Chilli find her in a forest, coming to terms with all that she has been through.
She spends time in rehab, and is only released during her stay for two recording sessions with Tionne and Chilli, during which she contributes an introspective rap verse to what will become the group's biggest hit, " Waterfalls ", after seeing a rainbow on the way to the studio. During the video shoot for " Creep ", Lisa complains to Tionne that they never want to do her futuristic idea and threatens to wear tape on her mouth, which turns into Lisa and Chilli complaining that they spoke with L.
Tionne then urges them not to fixate on it, as she believes that getting rid of Pebbles is supposed to fix their problems in the first place. In , after receiving awards and other acknowledgements they still don't see any money come in. At the Grammy Awards , they announce that they are broke because of greedy people at their record company.
So the girls band a group together to go storm the record label's building to speak with Clive, who is in the middle of a meeting with Sean Combs Shaun Davis.
Clive tells the girls that they will get the attorneys and the accountants in a meeting and see what the record label owes them. The group then file for bankruptcy and find a new manager, Bill Diggins Donny Boaz , who gives them a worldwide headlining tour, the Budweiser Fest Tour, and an improved profit margin after they record their next album.
In late , following the tour, Chilli announces to Tionne and Lisa that she is pregnant with Dallas' baby. By , the girls are recording their third album FanMail , dedicated to their fans whose letters they have received, and Chilli gives birth to her and Dallas' son, Tron.
In , during a sickle-cell scare in hospital after being comforted by her mother, Tionne writes a poem dealing with a woman's struggle with her self-image and unrealistic concepts of beauty portrayed in the media, which Dallas helps her adapt into " Unpretty ", an empowering song for the group's female fan base to overcome feelings of physical inadequacy.
During the recording of " Unpretty ", Chilli breaks up with Dallas, saying that even though they have a son together, they are still very different people and they are not right for each other. In October , the girls are about to go on tour to support FanMail. However, by this time, friction between the girls has increased because Lisa is complaining to her new boyfriend Larry about Tionne and Chilli rejecting her ideas and apparently plagiarizing them, and she has challenged Tionne and Chilli to make their own solo albums in a bid to see who is most successful member of the group.
Following a confrontation between Tionne and Bill and Lisa and Larry before a scheduled appearance at TRL, during which Tionne reveals that Larry is married, Bill urges Lisa to sort out her issues with Tionne and Chilli before going on tour or they will all fall back into bankruptcy again.
Later, while Lisa is in Honduras, Tionne learns in hospital that she is pregnant with her first child and chooses to keep the baby, despite the risks for her and the baby. Shortly after, Bill urges the girls to do another album and another tour, but Tionne, due to her pregnancy, and Lisa, awaiting the release of her album Supernova , are reluctant.
Later, Lisa learns that her record company isn't releasing Supernova in the U. After she admits to Tionne and Chilli that she feels that the numbers aren't aligning properly, they comfort her and urge her to go back to Honduras for more spiritual healing and work on her second solo album in addition to working with them on their next album.
Tionne then gives birth to her daughter, Chase. By early , the group is recording their fourth album 3D , with Tionne and Chilli adjusting to life as mothers with growing children and Lisa contributing raps to some of the songs before heading to Honduras. Lisa promises to record more songs with them when she gets back from Honduras, and vows that there will be no more friction between them.
However, on April 25, , Tionne and Chilli learn that Lisa has been killed on impact in a car accident in La Ceiba, Honduras while filming her documentary. During a radio interview, Tionne and Chilli vow to always stay together despite Lisa's death, although they are uncertain about the group's fate. The film ends 10 years later with Tionne and Chilli reuniting in the studio to begin recording their next album.
The film then transitions into real-life studio footage of Tionne and Chilli recording "Meant to Be" in the studio with singer-songwriter Shaffer "Ne-Yo" Smith , as vigils in the career of TLC play during the song.