Gus, Clark, and Richie are three grown men and neighborhood friends. Clark and Richie were the unpopular kids who were constantly bullied by jocks and always benched at the little league baseball games, because of their lack of athletic skill. When a nerdy boy named Nelson and his friends are kicked off a nearby baseball diamond by a team of bullies, Gus and Clark chase the bullies away. When Gus and Clark return with Richie to play again and get back their feel for the game, the bullies return and demand that they leave. Gus challenges the bullies to play them for the field, and the three friends win. Later, Nelson's billionaire father Mel tells the trio that he's impressed with their win, and explains his plan to hold a round-robin with all the little league teams in the state, plus their team. The winners will be given access to a new multi-million dollar baseball park that he is building. Wanting to capture the spirit and fun they never had when they were kids, the three decide to form a team called the Benchwarmers and join the tournament. They prepare to compete with all the other teams, despite the fact that they're three adults squaring off against nine kids per team.