Mathematics professor Doug Barnes plays a game of blackjack at a casino, using a tactic known as card counting, to move the odds in his favor. Wilson, a casino security manager, captures Barnes' face, and effectively blacklists him from several casinos. Barnes' usurer, Orr, meets with Barnes to discuss how he will get his money back after Barnes' blacklisting. Barnes suggests the idea of creating a team of card counters from the students at Barnes' university. Orr snips off Barnes' fingertip as punishment for losing his money, and asks for his $40,000 to be paid back. Barnes starts to create a team of university students to count cards.
After searching around the university, Barnes recruits three students: George, who has memorized pi 70 units past the decimal; Scott, who aces a complex memorization test; and Elyse, a waitress who successfully memorizes a complicated order Barnes makes for a pizza in a short period of time. After convincing them that his plan has little risk to them, Barnes proceeds to teach the students to count cards. The group goes to their first casino and each of the students receive $1,000, an amount earlier promised by Barnes.
The group continues to hone their skills at the casino, and start to make money on a large scale. However, greed and arrogance begin to get the better of them and Barnes threatens the students when it becomes apparent there is much more at stake than they realize.