David Green (Brendan Fraser) is a great athlete and student from a working-class Jewish family in Scranton, Pennsylvania. He is recruited to help the struggling football team of a prep school in New England. Given a scholarship hides his poor background, but because it is the mid 1950s and in an all Protestant school, he is told to keep his religion a secret, too. David tries to fit in and is quickly aided by his roommate and friend, Chris Reece (Chris O'Donnell) who introduces him to high society. But when he both replaces Charlie Dillon (Matt Damon) as the star of the football team and captures the affections of Sally (Amy Locane), his girlfriend, Charlie strikes out at David to pull him down. When he convinces his classmates that he is inferior because he is a Jew, it is put to a vote when David is implicated cheating on a test and through the school's honor system, the students must decide his fate in the school.