Based on actual events, the film follows M.I.T. student and Harvard Med. hopeful, Ben Campbell (Jim Sturgess, The Other Boleyn Girl, Across the Universe), who joins a team of card-counting college students in the hopes of paying his Harvard tuition, and, predictably, he gets in over his head. That's pretty much it. The rest is money and sex and cards and more cards. Laurence Fishburne plays an old school Vegas thug, who has his sights on taking the team down, and Kevin Spacey plays the students' professor and backer, Mickey Rosa. Spacey's performance is excellent. He's incredibly charming, but there's something so ominous in the subtext of all his dialogue-- the perpetual snake in the grass. The film also stars Kate Bosworth (Superman Returns).

The first part of the film is all about math and learning the card-counting system. Knowing how the system works makes the film so much fun. Most of the team sits at a table, playing the minimum and figuring the count. If the table gets hot, they signal the big players and use code words to let them know the count. For example, when one of Ben's teammates complains that their tea is too "sweet," you know immediately the count is +16, and you spend the rest of the scene trying to keep count with them. There are only a couple opportunities to follow along and I wish they had let us in on the count more often.

There were a couple far-fetched aspects to the film. First of all, they were supposed to be wearing disguises every time they went into a casino, and there was really only the one they could go to, since the others had facial recognition programs installed in their surveillance. However, Ben would be disguised in nothing more elaborate than a new suit. He only wears an actual disguise once. I also found myself wanting to scream every time Ben deposited his earnings in the ceiling of his dorm room. It seems pretty implausible to me that a genius like Ben wouldn't think to put his $300,000 in a safety deposit box. He may as well have hidden it in his mattress or a hollowed-out teddy bear.

Jef Burnham is a writer and film critic living in Chicago.