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Ben Campbell is a young, highly intelligent, student at M.I.T. in Boston who strives to succeed. Wanting a scholarship to transfer to Harvard School of Medicine with the desire to become a doctor, Ben learns that he cannot afford the $300,000 for the four to five years of school since he comes from a poor, working-class background. But one evening, Ben is introduced by his unorthodox math professor Micky Rosa into a small but secretive club of five students, Jill, Choi, Kianna, and Jimmy whom are being trained by Professor Rosa of the skill of card counting at blackjack. Intriged by the desire to make money, Ben joins his new friends on secret weekend trips to Las Vegas where, using their skills of code talk and hand signals, they have Ben make hundreds of thousands of dollars in winning blackjack at casino after casino. Ben only wants to make enough money for the tuition to Harvard and then back out. But as fellow card counter, Jill Taylor, predicts, Ben becomes corrupted by greed and his arrogance at winning which lets his feelings get in the way, and it also puts Professor Rosa, as well as the group, on the radar of a brutal casino security enforcer, named Cole Williams, who holds a personal grudge of some kind against Rosa which threatens to undo everything the students have learned and earned.

After a long prison sentence Smiler Grogan is heading at high speed to a California park where he hid $350,000 from a job 15 years previously. He accidentally careers over a cliff in view of four cars whose occupants go down to help. The dying Grogan gives details of where the money is buried and when the witnesses fail to agree on sharing the cash, a crazy chase develops across the state.