"Gus and his nerdy buddies, Richie and Clark, are scouted by a millionaire nerd, Mel, who wants to form a baseball team and compete with the meanest Little League teams in the state. A stellar ballplayer, Gus becomes a role model for nerds and outcasts everywhere. But when his fans learn that Gus, himself, was once a school bully, they feel outraged and betrayed, until Gus takes extraordinary steps to win back their admiration and trust. "
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NOTE: This spoiler was sent in by BazketKaze.

The movie opens with Gus (Rob Schneider) packing up his lawn mowing equipment after finishing a long day fixing people's landscaping. When he's almost done, we see Clark (Jon Heder) clumsily riding his bike down the sidewalk while attempting to deliver newspapers. He pauses in front of the house Gus has just finished at and tosses a newspaper at the house...which proceeds to land on the roof. We also see that the roof has a collection of dozens of newspapers that never made it to the owner.

After a brief conversation with one another, they turn and notice some baseball team jerks picking on 3 kids. Gus runs over and attempts at breaking things up, but realizes he is too late. After the kids scatter, he realizes he hasn't been on a field in almost 20 years and forgot what it was like. Clark admits that he's never played baseball so Gus suggests that tomorrow they play. Oh, and Clark...bring your friend Richie (David Spade).

It shows Richie working in a video store and you can clearly tell by the way he acts he's a total nerd. Soon, Clark shows up and gets Richie to come play baseball with him and Gus. Meanwhile, Gus is rushing around his house looking for his old mitt while his wife explains the importance of being home tonight since they are trying to conceive a baby. Gus only half listens and rushes out the door barely hearing his wife say, "Be home at 6!" Gus arrives at the field and after 30 minutes or more of attempting to play baseball with Clark and Richie, the same jerk baseball kids show up. They challenge the kids to a game, the 3 of them against the 9 of the kids. After a struggling game, Gus and his friends won, getting the field for that day. The baseball jocks storm off swearing that there will be consequences.

To celebrate, Gus takes Clark and Richie to Pizza Hut. Richie sees a really beautiful woman there but struggles to even say anything decent to her and runs back to the table. As they sit there, an older jock-ish, coach looking man approaches them and gives them a hard time about how they think they're so cool since they beat his child's team. The coach makes several statements to make himself look cool, but then Gus delivers an awesome comeback that makes the coach leave feeling very dumb. Gus and his friends decide to leave, and outside of pizza hut they run into the kid they tried to help at the field that first day. He's there with his dad Mel (Jon Lovitz) who is clearly a dork, but also a millionaire. He explains his position and how he thinks that the 3 men could do a great thing...start a team known as the Benchwarmers to represent all of the children who've never been able to play in the past. They agree to it and Mel heads off in his car, which happens to be the car from Night Rider. Gus comes home and his wife is mad at him for not being on time when it was so important.

Over the next week or so, it shows some funny scenes of Richie and Clark's terrible skill in this sport during a game or two. However, they manage to win every game due to Gus's ability to strike people out and hit home runs. One night they meet at Mel's mansion to discuss the team and he explains that he thinks more could come of this. He feels that with the success of the team, they could turn this into a marketing technique. He wants to build a massive stadium for whoever wins the local tournament, but his main aim is for the Benchwarmers to win. Mel's son explains that they've brought hope to tons of nerds in the town and that his friends have even set up websites with webcams so you can watch a live broadcast of their games. Feeling flattered, the guys accept and continue to play games over the next few weeks. Mel gets them uniforms making them seem more official and explains that the games will be held in another town. Gus lies to his wife and says he has to leave town for a gardening convention, which she believes, so he goes.

It shows the next several games coming and going with many scenes of Clark and Richie playing terribly while Gus basically saves the day. Their crowd begins to grow into a massive fan section of nerds and other supporters from around the area. One day, the jerk coach from Pizza Hut tries to get another coach (Tim Meadows) to use a man he flew in from the Dominican Republic on his team. The coach (Tim) refuses and decides to play fair...until his team begins to do terribly so he decides to let the older man play. Since the Benchwarmers realize they have a good chance of losing against him, they send Richie's brother Howie (Nick Swardson) out to buy some beer and tequila to give to the man since they saw him drinking and know he can't turn down alcohol. Howie's brother suffers from agoraphobia (anxiety fear) and is extremely nervous and hilarious acting throughout the movie. It took them a long time just to get him out of the house, so they have to convince him it's safe to go get the alcohol. While Howie is gone, they have to play the game as good as they can, but clearly the new man is an excellent player. Howie returns and explains that the beer and tequila is a gift from the Benchwarmers. The man, gladly excepts and begins drinking immediately.

Over the next bit of the game, we slowly see the man's skills lower as he gets steadily drunker. In one incident however, he steps on Gus's hand making Gus unable to pitch or hit. Gus says he'll take the field, but Clark is gonna have to pitch. Clark can't even throw the ball straight or hit, and neither can Richie...so why not try Howie? After being cheered onto the field, Howie nervously makes an attempt at hitting the ball, and actually does. The Benchwarmers win the game and everyone celebrates.

A news report on tv shows the cause for celebration being that these men were once dorks, but now have taken a stand. The jerk coach from Pizza Hut is sitting at a poker table with his buddies, who are all jocks also, when one of them exclaims that Gus used to be a jerk. He says that Gus made fun of kids daily and even made fun of one kid so bad that he had to be institutionalized. The next day, a report airs explaining Gus's secret to everyone watching the program. Worst of all, when the program airs, Gus is at Mel's with the guys celebrating. Mel and the boys show their disappointment and Gus walks out feeling like he let them all down. He goes home and talks with his wife who has realized that this is why Gus was scared to have children. He doesn't want his kids to be made fun of. Feeling terrible, Gus visits the man he used to pick on as a boy. The man is a midget which is the reason Gus had originally made fun of him. Upon seeing Gus, he runs to hide and cowers in his castle-fort as Gus talks. He explains that the whole reason he agreed to do the Benchwarmers was because the small man had inspired him. He leaves his Benchwarmers hat sitting there and walks off still sad, but relieved to of gotten it off his chest.

There is one final game left and for it, Mel has them finally build the stadium. He wants it built overnight and explains, "You can spend 2 billion. That's all I have.....on me. Haha." A fast-forwarded clip shows the park being built into this massive and beautiful stadium. The next day, Richie and Clark are walking onto the massive field in complete awe. The field has everything you'd imagine, and then some, since it has a pool and a waterslide area. As the game gets ready to start, Gus shows up and lets the guys know that even though he let them down, he's still there to support them. Mel heads out to the field and announces that the game begin, but there is a tug on his pants. The small man has come to the game and has something to say. He takes the microphone and explains that even though he was made fun of for years, when Gus came to apologize he realized it was time to forgive him. His kind words make the crowd and teammates change their mind and accept Gus back.

Before the game begins, the guys announce that they won't be playing this game. However, the true Benchwarmers will, and then several children dressed in uniform run out onto the field. The game begins and clearly the Benchwarmer kids are terrible. The coach from pizza hut is laughing this all up as he team is easily winning. However, since he's a jerk to his team, they decide to have fun since afterall, it's only a game. They begin giving the Benchwarmer kids tips and advice on how to hit, in exchange the Benchwarmer kids promise to help the jocks with their homework. The game is great fun and the Benchwarmers win.

After the game, everyone heads to pizza hut, once again to celebrate. Everyone is happy and enjoying themselves together. Richie sees the pizza hut girl (who he sees occasionally during the movie) and begins to talk with her. He explains he's never really kissed a girl and wants her to be the first. But before he begins to kiss her, he notices something...Clark is making out with a woman. He expresses that he's shocked that Clark got a kiss before him, but proceeds and kisses the pizza hut girl anyway. Gus is talking with Mel about how this had been a wonderful thing, but he can't coach next season since he wants to start a family. But Gus's wife tells him that she's pregnant, and he's extremely excited. He announces to the crowd "I'm gonna be a dad!..." and the kids cheer him on. Then he adds, "...and this is because I went 'all the way' with her!!" and the kids cheer him on twice as much.

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