The music video begins with 2Pac and a friend of his (Bokeem Woodbine) leaving a hotel party at night. While waiting for someone to arrive a hooded man comes up, pulls out a handgun, and starts shooting in their direction. As 2Pac pushes them out of the way, he gets hit by at least one bullet. In the ambulance his body gives in and he passes away. Upon entering Heaven, 2Pac is told that they have been waiting for him to come for a long time, yet he still has to earn his way in. As a spirit, he then returns to Earth to watch over and guide his friend as he struggles through the next few days. While this is going on 2Pac is shown rapping to his friend, (who can't see or hear him) trying to offer guidance. Finally, the video concludes with 2Pac's friend gaining the courage to give condolences personally to 2Pac's widow and daughter.