Lucas has to close the store for the manager, Joe. Upon closing he realizes that the store, Empire Records, is going to be sold and reopened as a "Music Town." Lucas goes to Atlantic city and bets $9 thousand the store had and loses. Deb hates everyone and has apparantly tried to Kill herself to the dismay of everyone, including her boyfriend Burko who's in a band. Gina (Renee Zellweger)has a dream to sing in a band and is a whore who sleeps with everyone, including Rex Manning an icon from yesteryear trying to recreate the success of his former teenybopper god status on "Rex Manning Day" (also, the guy Corey wants to give her virginity too). Jane, Rex Manning assistant quits after being heckled by AJ, Lucas and Warren (the young boy who attempted to steal CD's). AJ (an artist) tries to tell Corey(Liv Tyler), who's leaving for Harvard soon and is addicted to diet pills, he loves her through out the movie and eventually does, but it's a case of unrequited love. Mark (Ethan Embry) and Eddie are potheads basically there for comic relief.