Ben Campbell(Jim Sturgess)'s dream has always been to go to Harvard Medical School. He is well on his way - he's bright and hard working. In his senior year at M.I.T., he has been accepted to Harvard Medical School, but does not have the $300,000 it will take to finance it. He impresses one of his professors, Mickey Rosa(Kevin Spacey), in class with his quick mind and ability to deal with the issue at hand without letting his emotions take over. Based on that, Mickey invites him into his small but secret society of students that have a system of winning at black jack through counting cards. They play in Vegas on a system of codes, rules and alternate identities, and where each person involved has a very specific role. This offer does not initially interest the straight-laced Ben until he is approached by Jill Taylor(Kate Bosworth), another of those in the group and upon who Ben has a crush. He accepts their offer. Once Ben gets a taste of the big life, it starts to affect his original plan, including having unforeseen consequences of alienating his closest friends. He is also unaware that a casino security consultant named Cole Williams(Laurence Fishburne) is on their tail, Williams who is working on his own personal agenda. Ultimately, greed, pride, ego, desperation and revenge all play a role in how involvement in this group affects Ben's life plan.