This sports comedy starring Keanu Reeves depicts a group of misfit players brought into replace professional football athletes during a strike. Real-life NFL commentators John Madden and Pat Summerall announce an upcoming strike over players' salaries. The Washington Sentinels need just three wins of the remaining four games in order to make the playoffs so, the team's owner Edward O'Neil (Jack Warden) convinces former coach Jimmy McGinty (Gene Hackman) to train a team of replacement players. McGinty accepts the job on one condition: that there will be no interference with his coaching.
McGinty begins to recruit an offbeat group of possible players, starting with Shane Falco (Reeves), who was once a star college quarterback for Ohio State University but now works scrubbing barnacles off ship hulls. At first, Falco turns down McGinty's offer, so the coach approaches other members of the replacement team. Danny Bateman (Jon Favreau) is a Gulf War veteran and current SWAT team officer. Ray Smith (Michael Jace) is serving prison time for assault. Grocery stock clerk Clifford Franklin (Orlando Jones) can run like the wind but has fumbling hands. Heavy drinker and chain smoker Nigel 'The Leg' Gruff (Rhys Ifans) has eerily accurate punts, in spite of his skinny and non-athletic appearance. Finally, Shane agrees to join the team.
While McGinty tries to get the team into some sort of fighting shape, the pro players, lead by QB Eddie Martel (Brett Cullen) harass Shane and the other substitute players outside the stadium. At the same time, head cheerleader Annabelle Farrell (Brooke Langton) must find replacements too. After a series of dismal auditions, she hires two former strippers, Heather (Sarah Ann Morris) and Dawn (Caroline Keenan) in spite of their suggestive routines. Shane and Annabelle immediately make a connection, but she resists getting involved with another football player.
In spite of an embarrassing first game, the replacement Sentinel team begins to gel and start winning. Shane seems headed to former glory, when Martel decides to break the strike by playing in the final, decisive game for the playoff spot. Without Shane, the other replacement players rebel against Martel but McGinty has one last trick up his sleeve to bring the team to victory.