In the town of West Canaan, Texas, football rules. Jonathan "Mox" Moxon (James Van Der Beek), Lance Harbor (Paul Walker), Charlie Tweeder (Scott Caan) and Billy Bob (Ron Lester) are four friends grow up together playing football, now all part of the local high school football team, trained by legendary Coach Bud Kilmer (Jon Voight). In his 35th year as head coach, Kilmer is trying to lead his West Canaan Coyotes to their 23rd division title, but he’s also a verbally abusive control freak whose philosophy can be summed up as "win at all costs." Kilmer make Lance, the first string quarterback, a hero for the entire community. Mox, instead, pressured by his father to play since childhood, has barely ever seen some football action being a second string quarterback, and has just about enough of it and he dreams, with his girlfriend Julie (Amy Smart), Lance’s young sister, to leave Texas to go to the Brown University.

Kilmer is deified, as long as the team is winning and Lance carry the hopes of an entire community onto the gridiron every Friday night. But, 4 games at the end of the championship, Kilmer's philosophy show up signs of little failings. Mox discovers that Lance had been manipulated into taking cortisone shots into an injured knee to play and Billy Bob pass out during a sex education’s lesson of teacher Miss Davies (Tonie Perensky) after an hard crash in the last game. But Kilmer push him to play the same night, avoiding the nurse’s counsel. Billy Bob pass out again on the field, letting the way free for the opponents to tackle Lance, his knee gave out and into the whole quiet stadium it’s clear that he’s seriously injured, and immediately rushed to the hospital. Mox is brought in to finish the game and fed up with Kilmer, Mox calls his own play on the field without Kilmer's approval, winning the game.

At the hospital, Lance’s operated. Doctors are appalled at the massive amount of scar tissue found under Lance’s knee, but Kilmer deny to know about his problems, and tells Mox to go home and rest.  Darcy Sears (Ali Larter), Lance's girlfriend, ask Mox to give her a lift home. Darcy, who was projecting to follow Lance in Florida, interested in marrying a football player in order to escape small town life, starts to try with Mox, inviting him to her home, presenting herself in a sweet cream’s bikini. Mox helps her to understand that she’s smart enough to find a way to leave the town by herself, without the help of nobody else, but the situation is mistaken by Julie, who’s also angry with Mox ‘cause he seems to finally appreciate being a starter.

Mox organize a night out with Tweeder, Billy Bob, and their friend Wendell Brown (Eliel Swinton) to entertain Lance, enjoying the show in a strip club. With great surprise, one of the girls’s performing is Miss Davies! They spend the whole night in the club, meeting the day at 7.00. At night they are all too tired and still drunk to play good, and they lose a simple game. Kilmer’s very angry and he takes it out with Billy Bob, telling him that he’s too fat and too slow to be a football player, and that it was his fault Lance’s injury. Billy Bob is overhelmed by these words, and he’s thinking to end it all, but Mox understands his intentions and stops him, convincing Billy Bob to be with him in the last game. Meanwhile Kilmer becomes aware that Mox has won a full scholarship to Brown, and during the training session warns Mox that if he doesn't fall in line, he will alter his transcripts in order to reverse the decision on his scholarship.

In the last game, just before the break, Wendell Brown, is injured on the field. In the locker room hall Kilmer manipulates Wendell into taking a shot of adrenaline to deaden the pain from his injury, allowing him to continue even in the face of a permanent injury. Wendell, who is desperate to be recruited by a good college, grants his consent. But Mox tells Wendell to do not do this, supported by Lance, aware of what it means expose oneself to danger. Kilmer insults him, and orders the doctor to make the shot. Mox tells Kilmer he'll quit the team if the needle enters Wendell's knee. Undaunted, Kilmer orders Tweeder to take the snaps. Tweeder refuses. Billy Bob too. Mox tells Kilmer that the only way they'll return to the field is without him. Realizing that he will be forced to forfeit the game, Kilmer loses control and attacks Mox. The other players break up the fight and refuse to take to the field. Knowing his loss of control has cost him his credibility, Kilmer tries in vain to rally support and spark the team's spirit into trusting him, but not one player follows him out of the locker room. The Coyotes regroup under the leadership of Mox. On the field there’s no sing of  Kilmer, who’s turn the direction into his office, living of memories, and Lance take Kilmer’s place as coach. Togheter Mox and Lance lead the team to victory. 

The movie was filmed on location in Georgetown, Texas and even used the local high school's football stadium. However, the University of Toronto sued Paramount Pictures for damaging the reputation of its sports teams, which bear the same name. The "Varsity Blues" name had been trademarked in mid-1980s. University officials complained that the movie presented collegiate sports in a negative light, arguing that the fictional coach was racist, misogynist, and homophobic. The lawsuit ended with Paramount reaching a settlement with the University of Toronto by paying an undisclosed amount to endow eight scholarships for academically-accomplished student athletes at the university. In addition, a disclaimer was put on the video and book, indicating that the team depicted is fictional and not based on the University of Toronto Varsity Blues athletic program.

This movie was parodied in the film Not Another Teen Movie. Ron Lester reprised his Billy Bob role as Reggie Ray in that version. He said in an interview that if he was going to be parodied, he wanted to be the one to do it.

In the 2004 movie Mean Girls (also from Paramount Pictures) this movie is referenced when one character says that it is the favorite movie of Regina George.

In the The Office episode The Coup, a viewing of the movie was held.

While preparing for the infamous whipped cream bikini scene, the film crew discovered that actual whipped cream became watery very quickly and would not stay in place properly on Ali Larter's body. The crew then tried shaving cream, which was ultimately used in the final cut of the movie.

In the movie John Moxon wears #4 because James Van Der Beek's favorite NFL player, Brett Favre wears that number.

The fight song played at the pep rally is actually the same fight song Texas A&M use.

The book Mox is reading on the sidelines, hidden inside the team play-book, is "Slaughterhouse-Five" by Kurt Vonnegut Jr.

In the locker room scene, one of the players has the name Robbins on his jersey, the name of director Brian Robbins.

The Ford on the movie cover was sadly never used in the movie.

Mark Robert Ellis, the football coordinator for the film, plays the referee during the West Canaan vs. Gilroy Game.

All the beer in the movie, though it appears to be Budweiser, is actually just labeled "Beer".

On the DVD trailer for this film there are several scenes that never appear in the movie. For example, there is a clip with Jules tells Mox: "You woke up in the twilight zone....West Canaan, sex and football. That's all there is." Another scene where a girl in the pep-rally asks Lance to sign her ass also never appears.

Although the character Billy Bob was supposed to be an 18 year old high school senior, Ron Lester who portrayed Billy Bob was actually 28 years old at the time this was filmed.