In New York City, in the 1940s, a young boy walks into Meloni’s Tailor shop and hands a report card to his father. The father warns he will never get into college with poor grades. The boy pulls nervously at his collar and says he prefers to join the family business. Many years later, the Meloni family business has grown into a chain of clothing stores called Thornton Melon’s “Fat and Tall” shops. Thornton, formerly the kid with a poor report card, has become a middle-aged man at the head of a clothing empire. In his television ads, he uses a direct style: "Are you FAT?…Well, now, you can eat all you want, because at Thornton Melon's "Tall & Fat" stores, we've got you covered." Lou, a limousine driver with a three-day growth of beard, transports Thornton to a board meeting of “Fat and Tall” executives. Food is served at the meeting and, encouraged by Thornton, the executives eat heartily as they pitch product ideas, including a chubby Melon Patch Kid that is similar to a Cabbage Patch Kid but abandoned by its parents. Thornton handles the executives’ questions with impressive acumen but drops everything when a phone call comes in from his son Jason at college. Jason sounds uneasy but declines Thornton’s suggestion that he visit home. After the meeting, Lou drives Thornton up to his majestic house and they both agree that his former residence, an older, smaller house, was better. Thornton adds that his first wife was better than Vanessa, his present wife. When Vanessa hosts a party for her art crowd friends, Thornton creates havoc among the guests, by wolfing down a huge sandwich and insulting an overweight guest. Vanessa threatens him with divorce but Thornton counters with a stack of photos of Vanessa having sex with another man. The marriage over, Thornton and Lou take a limousine ride to idyllic Grand Lakes University. After a misstep into a sorority shower room and a subsequent payoff of the police, Thornton confronts Jason with his newly gained information, that Jason’s college experience has been a series of setbacks. Jason admits he lied about being a diver on the school team; he actually works as a towel boy. Jason introduces Derek Lutz, his roommate and only friend on campus. After commenting on Derek’s purple hair, Thornton decides to help his son with a simple plan: he will enroll as a college freshman. Dean Martin, the affable campus dean, supports Thornton’s plan to enter college when Thornton offers to donate a building to the University. However, Philip Barbay, Dean of the Business School, disapproves of the school’s oldest freshman. Thornton creates a palatial dorm room by knocking out a wall between two rooms and quickly attains status as a big man on campus. While entertaining the other students with his jokes, he provides some real-world business acumen to Barbay’s business course. At the college bookstore, Thornton calls out, “Shakespeare for everyone,” and buys books for his classmates. He also hosts beer parties for his appreciative classmates. Thornton enrolls in a history class with Professor Terguson, a scary Vietnam vet who teaches with red-faced intensity, and takes English with beautiful, blonde-haired professor, Diane Turner. However, Thornton puts academics on the back burner except to seek a date with Diane. Although Diane has a relationship with Barbay, she is not impressed with his ambivalent marriage plan, which he sums up by suggesting, “we should start thinking about thinking about forming a merger." Wanting to have fun, and be romanced and loved, she breaks a date with Barbay to introduce Thornton to the poetry of Yeats. During their poetry session, their attraction to each other grows. The following day Thornton meets Coach Turnbull, the diving coach, and tells him about his Triple Lindy, a dive he performed off the Steel Pier in Atlantic City. The coach mentions that Jason did not dive well in the previous semester. On the night of the football pep rally, the roommates head off in different directions. Derek invites Jason to an Anti-Pep Rally, telling him that "violent ground acquisition games such as football is in fact a crypto-fascist metaphor for nuclear war." Instead, Jason chooses Astronomy homework and encounters Valerie, the girl he admires, at the library. Meanwhile, Thornton continues his party regimen and gives a rousing performance of “Twist and Shout.” Derek has paint-balled the entire football team and an angry mob of jocks comes after him and crashes the party. Lou brawls with the jocks and saves Derek’s hide. Thornton needs to write a paper on Kurt Vonnegut and Jason is shocked when Vonnegut himself shows up to assist with the paper. Thornton’s college study has deteriorated into dishonesty or, as he calls it, delegating; he hires world-class experts to write his papers. Diane tells Thornton he will not pass her class and whoever did write the paper "doesn't know the first thing about Kurt Vonnegut." Barbay accuses Thornton of academic fraud and wants him to take an oral examination before a panel of his instructors. Thornton’s confidence wavers but, inspired by a pep talk from Jason, he hits the books. Thornton fights off fatigue, reading by candlelight, studying in the shower, and memorizing as Diane whispers lessons in his ear. He faces the panel of professors in a state of complete exhaustion. Thornton dozes at first as Barbay challenges him with a twenty-seven-part question on global business organization. Thornton answers the business question correctly, by stating that “the answer is— four” but admits feeling like he “gave birth—to an accountant." At Diane’s urging he recites the words to "Do Not Go Gentle into That Good Night" by Dylan Thomas. When asked the meaning of “Old age should burn and …rage against the dying light," Thornton explains that it means, "I don't take shit from no one." The day of the big diving competition has arrived. Derek heckles the competition, blasting the first diver with an air horn and flashing a mirror in the eyes of the next diver. The divers take awkward spills. Jason executes a perfect dive. When Jason’s diving team rival, Chas, begs off, claiming injury, Coach Turnbull turns to Thornton to fill in for him. Thornton executes a Triple Lindy, leaping from high board to the low board, and somersaulting into the pool to the cheers of the crowd. Afterward, Diane tells Thornton he passed the oral exams. Later, at the graduation ceremony, Thornton gives the commencement address. His words, practical as always, remind the students, "It's a jungle out there.” After advising them to “look out for Number One” without stepping on “Number Two,” he suggests to the young audience to move back with their parents.