Best friends Louis (Robert Carradine and Gilbert (Anthony Edwards) head off to Adams College together only to find that the jocks that belong to the fraternity called Alpha Beta have taken over the dorms after they burn down their own frat house. In order to stop having to live in the gym, the former dorm residents must try to get into a fraternity or sorority of their own, but Lewis and Gilbert, along with several other misfits, are all shunned away — because they are nerds. Since no one will take them, they decide to start their own fraternity. However, this still makes them the target for many pranks initiated by the Alphas, and now the nerds are pissed — they vow revenge! Directed by Jeff Kanew.