David Greene (Brendan Fraser) is a working-class Jewish teenager from Scranton, Pennsylvania, during the 1950s who is given a football scholarship to St. Matthew's, an exclusive Massachusetts prep school, for his senior year. Upon his arrival, he meets his teammates Rip Van Kelt (Randall Batinkoff), Charlie Dillon (Matt Damon), Jack Connors (Cole Hauser), and his roommate Chris Reece (Chris O'Donnell) and learns of the school's cherished honor code system. Soon learning that his new friends are prejudiced against Jews, he suppresses his background.
David becomes the team hero and wins the attentions of beautiful débutante Sally Wheeler (Amy Locane), whom Dillon claims is his girlfriend. In the afterglow of a victory over the school's chief rival St. Luke's, Dillon inadvertently discovers that David is Jewish and, out of jealousy, makes this widely known, causing Sally and his teammates to turn against David—soon after, he finds a sign above his bed bearing a swastika and the words "Go home Jew". David is constantly harassed by his classmates, led by Richard "McGoo" Collins (Anthony Rapp) and his bodyguard-like roommate Chesty Smith (Ben Affleck); only Reece and another unnamed student remain loyal to Greene.
Overwhelmed by pressure from his prestigious family, Dillon uses a crib sheet to cheat in an important history exam. David and Van Kelt each spot him doing so, but remain silent. Dillon gets pushed while leaving class and drops the sheet on the floor after the test; when the teacher, Mr. Geirasch (Michael Higgins), discovers it, he informs the class that he will fail all of them if the cheater does not confess. He leaves the task of finding the cheater up to the students, led by Van Kelt, the head prefect.
When David confronts Dillon and threatens to turn him in if he does not confess, Dillon unsuccessfully attempts to buy David's silence with money. Just when David is about to reveal Dillon to the other students, Dillon accuses David. Both agree to leave and to trust the rest of the class to decide who is telling the truth. The majority of the class blame David out of anti-Semitic prejudice, while Reece, the unnamed student, and Connors, going against his own self-professed anti-Semitism, argue that it is unlike David to cheat or be dishonest. Despite this, the class votes that David is guilty, prompting Van Kelt to tell him to report to the elitist headmaster, Dr. Bartram (Peter Donat), to confess to cheating.
David goes to Bartram's office and says that he was the cheater, but unbeknownst to him, Van Kelt has already told the headmaster that the real offender was Dillon. Bartram tells David and Van Kelt that they should have reported the offense, but absolves them; Dillon, meanwhile, is expelled. As David leaves the headmaster's office, he sees Dillon leaving the school. Dillon says that he will be accepted to Harvard anyway and that years later everybody will have forgotten about his cheating at school, while David will still just be a Jew. "And you'll still be a prick," David replies, and walks away.Brendan Fraser as David Greene
Matt Damon as Charlie Dillon
Chris O'Donnell as Chris Reece
Randall Batinkoff as Rip van Kelt, head prefect
Cole Hauser as Jack Connors
Andrew Lowery as "Mack" McGivern
Ben Affleck as Chesty Smith
Anthony Rapp as Richard "McGoo" Collins
Amy Locane as Sally Wheeler
Peter Donat as Headmaster Dr. Bartram
Željko Ivanek as Mr. Cleary, French language teacher
Kevin Tighe as Coach McDevitt, American football coach
Michael Higgins as Mr. Gierasch, history teacher
Ed Lauter as Alan Greene, David's father
Peter McRobbie as Chaplain
The scene at the bus depot in Scranton, Pennsylvania, was filmed at a liquor store (the former train station) in Leominster, Massachusetts. The scene shot at Skip's Blue Moon Diner was filmed in downtown Gardner, Massachusetts. Most of the movie was filmed on location at Middlesex School in Concord, Massachusetts. In addition, Groton School, Worcester Academy, Lawrence Academy at Groton and St. Mark's School (all area prep schools) were also involved in the filming. Opening scenes are of the south and west sides of Wyandotte Street (Route 378 heading north), the Bethlehem Steel Plant and Zion Lutheran Church from the top of the graveyard looking northwest to 4th Street in Bethlehem, Pennsylvania. The scene in the opening credits in front of Dana's Luncheonette and some scenes inside were filmed in Lowell, Massachusetts.
The film received positive reviews. The film has a 68% rating on Rotten Tomatoes based on 37 reviews. Roger Ebert found it "surprisingly effective", whereas Janet Maslin found it followed a "predictable path".