NOTE: This spoiler was sent in by Nina.
The movie begins with Ben (Jim Sturgess) being interviewed by a scholarship committee member. It is for a complete full-ride scholarship to Harvard Medical School, which Ben has already been accepted to, pending his graduation from MIT. Ben has a 4.0 GPA, got a 44 on his MCATs, is the president of a few clubs, and is working on a robotics project with his friends for the 2.0.9. science competition. Despite all of Ben’s amazing qualifications, the interviewer tells Ben that 76 other applicants have just as amazing resumes. He tells Ben that he needs an outstanding life experience to make him “dazzle.” Ben pleads with the interviewer that there is no way he can afford to go to Harvard Med without this scholarship and that’s the only thing standing in his way.
Ben and his best friend, are in a non-linear equations class where Professor O’Reilly (Spacey) is posing a difficult question to the class. Ben answers it very well and O’Reilly is impressed. He becomes interested in Ben.
One night shortly after, Ben is studying in an empty library. Fisher comes to get him and tells Ben to follow him. They go to a classroom where we see the rest of the crew, including the beautiful Jill (Kate Bosworth), and O’Reilly –“Mickey.” They explain to Ben that they study counting cards and go to Vegas every weekend as a team to gamble and make money. They explain that what they do isn’t illegal and that they want Ben to join because of his gift with numbers. He turns them down, saying he has a job and cannot join them.
At Ben’s workplace, a suit store, Jill comes by to ask Ben to join again, but he says “No.”
Next, we see the secret card counting team practicing, where they are all answering Mickey’s questions wrong. Ben appears in the doorway and answers correctly. He joins the team. He learns the signs, symbols, method of counting, and all about what they do. They tell Ben he will have to go to a practice run.
We see Ben enter an underground gambling ring and he looks nervous. He goes to a hot table as he is signaled and starts to play. He is winning money, when all of a sudden a bag is put over his head and he is dragged out of the room by thugs. Scared for his life, he freaks out when it is revealed it is the team, testing him. He passes and they tell him he will be leaving with them for Las Vegas the next day.
Ben becomes the big player and wins lots of money going to Vegas each weekend. The team splits the weekend winnings and after a while (they don’t tell you how much time has passed but it is obviously a few months) Ben has saved over $160,000.
Security at the casinos begin to recognize Ben and the team and see that they are losing money. Head security guy Carl (Fishbourne) is mad and is determined to catch him.
Back at MIT, Ben has been ignoring his best friends. They confront him and they get into an argument. He screws up their robotics project and he and his friends separate on bad terms.
Going back to Vegas, Ben is obviously upset and instead of counting cards one night, he straight gambles. He loses $200,000 and Mickey is furious. Mickey screams at the group and tells them they will pay and they need to find their own way back to Boston. After Ben convinces them, the team decides to stay and win the money back without Mickey. We learn here that Ben has now saved over $315,000 but his priorities have changed and he is becoming greedy.
The team decides to go on with their plan to win back the money without Mickey and keep it for themselves. However, in the middle of the job, we see Mickey did not leave Vegas but is watching them inside the casino. Mickey gets on the phone and calls Carl and rats out the team. Carl comes to get unsuspecting Ben, and the rest of the team runs away leaving him. Carl and other security take Ben to some kind of underground room where they beat him up till his face is bloody. The scene cuts out to Ben leaving the casino the next day bruised, black eye, bloody
Ben goes back to Boston, and finds out that professor O’Reilly/Mickey is going to fail him in his course and he will not graduate, and therefore not be able to go to Harvard Med. Ben’s room was raided and destroyed and all of his money taken.
Ben goes to Jill’s house, who never knew if he had made it alive out of the casino that night. He tells her he’s lost everything and that he needs her help. She asks him when he will stop.
Ben makes a scene in his non-linear equations class by pointedly asking about a physicist who stole his student’s ideas and ruined their lives. O’Reilly tells Ben and the class there was no proof so no one will ever know what happened- referring to their situation.
Later, Ben seeks out Mickey and tells him they need to talk and that he will work with him again and win back all the money together. Mickey agrees and the team sets out to Vegas one last time, where this time both Ben and Mickey will be counting cards to win. They play for a while at the same table and are making lots of money when security shows up. They throw all their chips in a bag as fast as they can before security begins chasing Ben, Mickey, and the team through the casino. They get to a point where they need to divide and Mickey tells Ben to give him the chips. Ben is hesitant but gives him the bag, and Mickey runs away. Outside you see Mickey get into a limo and drive off heading for the airport, with a smile on his face. He has scammed Ben again. He stole all his money he had saved, and now all the money Ben made that night that was going to replace it.
Ben and Jill get chased around the casino a little while longer then go outside onto the street.
A flashback shows that Ben knew Mickey was going to try and scam him, so Ben traded the bag of chips for a different bag right after they were approached by security when gambling together. Ben and Jill have the bag of chips and Mickey have a bag of chocolate gold coins.
Another flashback to when Ben was getting beat up by Carl. This time you hear a dialogue between Carl and Ben, that basically says Carl has been chasing Mickey for years and if Ben can get Mickey to the casino so Carl can capture him, then Ben can have one night of playing and keep all his winnings for himself without being bothered.
Cut back to the street where Ben and Jill are, thinking they have made it home free after setting up Mickey and getting his night of unbothered winnings. Carl appears behind him and tells Ben to give him the bag of chips. Ben expresses disbelief and horror because he NEEDS the money and has been through so much to get it. Carl tells Ben he knows its unfair but that his dreams will work out if he uses his brains and finds a way. He demands the chips and shows Ben that he has a gun. Ben gives him the chips, and he and Jill walk away. Cut to the limo where Mickey is. Inside the front seat you see Carl’s main security assistant and Mickey realizes he was set up by Ben. Mickey gets brought to the same basement room Ben was beat up in, and he is also strapped to the chair and beaten up.
Ben attends his friends 2.0.9. competition where they have participated without him and won. After it is over we see Ben walking with his friend where he has just told him the entire story.
Ben narrates the end where he explains that he helped Carl to get a pension- his main concern for people stealing from the casinos and that his MIT friends turned out to be pretty good at counting cards too. We see them all in the casino wearing disguises and enjoying themselves playing the tables. Ben continues to tell the story and talks about how he admitted to his mom that he didn’t get the scholarship.
Ben stops talking and we see him sitting in the same scholarship interviewers office as from the beginning. You realize that the movie was Ben telling him the entire story of winning money, getting it stolen, and being beat up, his friendships and experience. Ben says “Now how is that for life experience? Dazzling enough?” The interviewer, an uptight man, literally has his jaw drop to the floor and the scene cuts to Ben walking into a Harvard Med building.