Tired of losing money on sports bets they've been placing with local mobsters Larry (David Proval) and Vincent (John Diehl), California college students Toby (Nick Stahl), Jude (Johnny Galecki) and Casey (Lukas Haas) begin their own bookmaking business. Their operation is soon wildly successful, placing a strain on Toby's relationship with his disapproving girlfriend, Hunter (Rachael Leigh Cook). When Larry and Vincent learn their territory is threatened, they try to shut down the boys.