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Ben Campbell (Jim Sturgess), based on the real life Massachusetts Institute of Technology card-counter Jeff Ma, is an MIT pre-med student who applies for the prestigious Robinson Scholarship, a full scholarship to Harvard Medical School. Despite Ben\'s nearly flawless resume, the official administering the scholarship tells Ben that his application essay must "dazzle" him in order to win it. Ben knows he doesn\'t have what it takes to win the Robinson Scholarship. The most exciting thing going on in his life is a "209 competition" where him and his two friends are building a self-navigating GPS wheel. While at the gym, Ben\'s friend Miles spots Jill Taylor, the hottest girl at MIT. Miles jokingly tells Ben to ask out Jill if he wants a "true life experience." Ben can\'t get past the fact that money is the only thing holding him back from fulfilling his dreams of Harvard Med.

In his non-linear equations class, Ben impresses his professor, Mickey Rosa (Kevin Spacey) by solving the famous Monty Hall Problem (through logic and reason, not emotion like most people). One night while Ben is studying, Fisher (Jacob Pitts) tells him to come with him. He leads Ben to a card counting session led by Mickey. His team travels to Las Vegas every weekend to count cards and win money, which the members then split. Other members of the team are Ben\'s crush Jill (Kate Bosworth), Choi (Aaron Yoo), and Kianna (Liza Lapira). Micky needs someone to replace former big player (Jimmy) who left for Google, and thinks Ben is the perfect person for the open spot. Micky tells Ben of how much money he\'ll make and how much fun he\'ll have by joining the team. Ben initially declines Micky\'s offer. Micky then tells Ben to keep what he learned tonight private, and that he\'d really hate to lose one of his new favorite students.

Later at J. Press, Ben\'s workplace, he impresses two customers by adding up a complex set of numbers (displaying his extraordinary talent for mathematics). As he turns around, he is greeted by Jill, who seductively persuades Ben to come back and join the team for one of their future trips to Vegas. Ben is enticed by Jill and her enthusiasm for Vegas. Later that night during a card counting session, Micky is pressing his players hard, and all of them are having trouble keeping count. Ben slips in unnoticed and hears Micky summing up the cards that were drawn. To the team\'s surprise, Ben answers 13, and he is correct. Once Ben joins the team, he spends all of his time refining his counting skills, learning basic strategy, and the team\'s signals and codes. Ben is convinced that joining the team is the best way to save 300,000 dollars, the amount he needs for med school.

Ben shows some concern about what the team is doing. He talks to Micky, who assures him that card counting is completely safe and legal. Unfortunately Micky wasn\'t telling the whole truth. As Ben continues to prove himself, the team decides that he is ready for the final test. Ben is asked to show up in an underground casino located in Boston\'s China Town. While there, Ben is expected to play the part. Ben plays as he should, but is suddenly kidnapped by two men and brought into a back room. When he\'s there, he hears the question "what\'s the count?" Ben nervously answers "18." The bag is lifted off of Ben, and the team congratulates him for making the team. Shortly after, Micky reveals to Ben that he\'s the new big player, replacing Jimmy. Ben is hesitant, as he is still new to the game. Micky assures Ben that he was born to do this, that his mind is like a pentium chip. Micky tells Ben that what they are doing is counting cards, not gambling. Micky wants reassurance that Ben will use his head and play the game logically, not emotionally. Ben confirms that he\'ll play according to the rules.

When Ben gets to Vegas, he easily plays the part of big player. In his first night, he outperforms the other big player (Fisher), who is already showing signs of jealousy against his team mate. Ben is impressed by his first weekend in Sin City, while his life back in Boston is only starting to deteriorate. Ben\'s friends question where he was over the weekend, and Ben claims that he went to New Hampshire. Later, Ben attempts to show off by approaching Jill and buying her a beer. His friends are astonished, and are already noticing changes in Ben\'s personality. Ben continues to spend his weekends in Vegas, and leaves his friends and the 209 competition behind him. In Vegas, Ben is getting closer and closer to his love interest Jill. One night at Foxx strip club, Ben is approached by Jill. The two jokingly talk using their false identies. They then share a kiss that begins to seal their relationship. Ben is having a blast with the team, but unknowingly he is being watched by a sinister casino security guard named Cole Williams(Laurence Fishburne).

As Ben gets closer to Jill and more involved in card counting his relationship with his friends slowly starts to dwindle away. Ben is confronted by his friends in Boston. His friends ask him about his conversation with Micky. Ben lies, and Miles easily detects his insincerity. His friends think that Ben is on drugs or that his friendship with Jill is causing him to ignore them. Ben simply blows them off, seeing them as only taking up his time. While visiting his mother, he is presented by her with a 68,000 dollar check. Ben is disgruntled, knowing his mother worked hard for this money. He then lies to her, and tells her that he won the Robinson Scholarship. Ben believes that all the money he needs can be won counting cards.

Ben continues his hot streak in Vegas, and Fisher starts to get irritated by Ben\'s ability at card counting. One night, Fisher joins the same table and tries to throw Ben off his game. Fisher claims that Ben looks familiar, like the autistic character from the movie Rainman. A couple join the black jack table between Fisher and Ben. While Fisher is taunting Ben, he accidently spills a drink on the female next to him, and her boyfriend wrestles Fisher to the ground and pulls out a gun. A gun shot is fired in the air, and people start to storm out of the casino. Later at the Foxx strip club, both Ben and Micky are furious at Fisher\'s childish behavior. Micky kicks Fisher off the team, threatening him if he doesn\'t leave. Because of the rampage at the casino, Micky and the team are forced to cash in their winnings before the casino has the chance to change the chips (due to stolen chips after the gun fire was shot). Ben grins and points to the strippers. Ben says that the cameras at the casino won\'t detect any foul play, and think the strippers are cashing in tips from customers. Micky smiles, and calls Ben a genius.

Back at home, Ben is late to a meeting with his two friends for the 209 competition. When he gets there, they find out that Ben purchased the incorrect microchip to run the self-navigating wheel. Angry at Ben\'s lack of interest, Miles throws Ben off the team. Ben insults his friends, and angrily walks away. In Vegas, Ben\'s arrogance continues to show. After losing a hand to the dealer\'s black jack(21), he is signaled to leave the table by Kianna. Ben feels confident in his ability, and decides to risk the rest of his money. Jill notices, and tries to pull Ben away from the table. Ben continues to play regardless, and the dealer pulls out a second black jack(21), essentially forcing Ben to quit. As the team gets back to the room, Micky becomes furious at Ben. Micky tells Ben that he let his emotions get the best of him, and that he was gambling, not card counting. Ben apologizes, but Micky is still very upset. Micky tells Ben that he is going to pay him everything he lost that night. Ben refuses, saying that the money he has was for Harvard. Micky tells Ben that he\'s going to pay him back whether he likes it or not, and storms out of the room. The team is shaken up by Micky\'s depature, but Ben thinks he can lead the team, and win what he lost that night. Ben convinces Choi to join him, while Kianna and Jill reluctantly follow. As the team continues to make their mark on Vegas without Micky, Micky is shown reporting the team to security. Ben is approached by Cole Williams and his sidekick, who ask him to join them in the back room. While there, Cole begins to beat Ben and tells him he is no longer allowed in any of his casinos.

Back at home, Ben hits the lowest point during his tenure on the team. He comes home bruised up, and finds a notice telling him that received an incomplete in one of his classes and that he can no longer graduate from MIT. Afterwards, he finds out that his room was broken into and that all the money he saved for Harvard was gone. In class, Micky acts nonchalant, even with Ben there. Ben strikes up a conversation about a stolen publication, and Micky answers his question by saying that without the evidence, it\'s like it never happened. Ben then realizes that he has lost everything, and approaches Jill at her apartment. Ben apologizes and tells Jill that he doesn\'t want to lose her with everything else. Ben also decides to attend the 209 competition, and he watches his friends Miles and Cam win. Later he apologizes to Miles, who accepts the apology (claiming that for Jill Taylor and money, he would\'ve done the same). Miles asks Ben what he\'s going to do next, Ben looks at Miles as the scene gets cut. Later, Ben approaches Micky at an alumni dinner, asking him to rejoin the team. Micky doesn\'t sound interested, but Ben asks Micky to imagine how much money they could win together with him being the other big player. With facial recognition software taking over at many casinos, Micky knows this may be his last chance to strike it rich in Vegas.

As the team arrives in Vegas, Micky gives a speech, asking his team to forget about the past. Knowing that some members have already been spotted by the casino personnel, Ben and Micky hit the black jack tables in disguise. Working together, with two big players, Ben and Micky are making a fortune. Ben shouts out, splitting 10\'s again, revealing that the deck is heavy and that him and Micky both have hot hands. But their luck starts to run out. Jill signals to leave the table now, and Cole Williams is seen storming towards them. Micky, Ben and Jill start to run, and decide to split up, Micky going in one direction and Ben and Jill going in the other direction. Micky tells Ben to throw him the bag, gets it, and runs out as fast as possible. Ben and Jill run in the other direction and eventually lose their chasers. Micky on the other hand hops into a limo to find out that the bag he has is filled with chocolate coins. It is then revealed that Ben and Jill took two bags with them, one of them a fake to give to Micky. The movie then flashes back to the backroom beating scene of Ben. As Cole winds up to punch Ben in the face (with a hand full of bruising rings on his fingers), he stops. He then tells Ben how he\'s been chasing Micky for years. Micky was the best counter during his time, taking beatings left and right and persistently coming back. The last time Cole saw Micky was the night he took one of Cole\'s casinos for 7 digits. Consequently, that was the same night Cole lost his job. Fast forwarding in time, it is revealed that Cole\'s assistant is in the passenger seat of the limo. As Ben and Jill are seen strolling out of the casino. They are approached by Cole who tells Dr. Campbell that he did a job well done, and that the whole MIT thing will work out for him. As Ben and Jill start to leave, Cole tells Ben to leave the money, and flashes a gun at them. Jill encourages Ben to give him the money, and Ben reluctantly agrees. Ben is upset, knowing that he went through hell to earn that money.

Back in Boston, things are better for Ben. He gets his friends back, and reveals his lies to his mother(and is forgiven). Ben continues with the story by saying that he went to Vegas 17 times using a new skill he had just learned. During that time he won hundreds of thousands of dollars, got beat down by an old school casino thug. He had his money stolen from him twice, and (well) he only landed the hottest girl at MIT. The camera then flashes back to Ben sitting in the administrator\'s office for the Robinson Scholarship. The Harvard dean looks in awe of Ben\'s amazing story, clearly dazzled. During the final scenes, Ben quotes his former non-linear equations professor by saying that it\'s important to always account for variable change. The last scene shows Ben walking up the steps of Harvard Medical School, all of his dreams fulfilled!