A grown man with no ambition suddenly finds himself back in 1st grade, but this time, it’s not for fun. His strict father gives him one final chance to earn his inheritance: complete every grade from 1 to 12. Now, school isn’t just about passing, it’s about proving he’s finally ready to grow up.

‘SPOILER ALERT’

A man named Billy plays around in the swimming pool while his friends, Frank and Jack, appear to be exhausted because they’ve spent the entire day drinking and having fun. Billy eventually remembers that he has something important to do, but he can’t seem to figure out what it is. He asks his friends if they know what he has to do, but they look confused as to what he’s talking about.

After a while, Billy remembers that he’s supposed to receive a delivery of some magazines that day. He immediately enters a cart and drives to the gate to check the mailbox. After he sees the magazines, he suddenly notices that there’s a penguin in front of the gate. As he asks what a penguin is doing there, the gardener tells him that nothing is in front of the gate. Interestingly, Billy happens to be hallucinating, but he doesn’t believe what the gardener is saying.

He then drives through the flowers and starts chasing a penguin that only exists in his mind. The penguin eventually stops in front of the main building, where Billy’s dad’s associates are standing. Billy doesn’t seem to care that they’re looking at him, and he keeps talking to the penguin. As he tries to hug the penguin, he falls to the ground and realizes that he has been hallucinating. Almost immediately, the maid, Juanita, opens the door and looks shocked to see Billy on the ground.

She then invites the guests into the house, after which she helps Billy up and tells him that he shouldn’t be acting weirdly around his father’s business associates. Billy doesn’t seem to care, but Juanita tells him to head to his room to have his bath and get ready for dinner. She adds that it’s an important dinner for his dad, Brian, and that he has to be there.

Billy says he will, and he heads upstairs to his room. Elsewhere, the Vice President of Brian’s company, Eric, seems pissed that Brian still hasn’t shown up for dinner. The company’s operations manager, Carl, appears to be calmer, and he tries to make up an excuse for their boss.

Almost immediately, Brian walks in and thanks his business associates for coming. He also introduces them to Eric and Carl, after which he looks around for Billy and notices that he’s not at the table yet. Brian asks where Billy is, and Carl mentions that Juanita has said he’ll be down shortly.

Interestingly, Billy still appears to be playing around in the bathroom instead of trying to hurry up. A while later, Billy gets to the dining room and immediately heads to his seat to start drinking his soup in a weird way. Brian and everyone at the table look shocked by this, but Billy doesn’t seem to care.

He then tells Carl about his day and how he slept near the pool. Eric asks if he slept or passed out there, and this gets Billy pissed. Brian then informs him that his guests have missed their flight because he arrived late for dinner.

Billy jokes about this and says that one of the men can sleep in his room. Brian eventually tells him to stay quiet so that he can make an important announcement. Before he says much, Eric makes funny faces at Billy, and this gets him distracted.

As he keeps interrupting the announcement, Brian gets angry and sends him away. Shortly after, Billy hangs out with Frank and Jack, and they notice that he’s not happy. As they ask what’s wrong, Billy mentions that his dad got pissed at him earlier that day.

His friends don’t seem really bothered by this, and they follow him to set a bag of poop on fire in front of the house of an old man named Clemens. Meanwhile, Brian discusses what happened earlier with Eric and Carl. Eric believes Billy is an idiot, but Carl says he’s not. Eric then mentions that Billy doesn’t have what it takes to run a Fortune 500 company.

Brian looks disappointed by this, and he talks about how he and his wife started their business small but grew it into a chain of 650 hotels. He adds that, at the time, he and his late wife’s dream was to one day turn the company over to Billy. Eric then asks Carl how many people work for the company, and he says that they have over 61,000 employees.

Eric believes Billy will ruin the company and make the employees lose their jobs within a short while. Brian feels sad to hear this, but he also understands that his son might not be the best person to take over the company. Later that night, Billy arrives home, and Brian calls him to his office.

Brian then tells him that Eric has some big news, but Billy just jokes around with him. Billy eventually asks why his dad called him, and Brian mentions that he has had to face some hard truths that night. He then mentions that even though Billy was brought up with every advantage, he doesn’t behave that way.

Billy jokes about this, and Brian gets pissed and asks why he can’t just be serious for a few seconds. He adds that he actually called Billy to inform him that Eric is taking over the company. Billy looks shocked and says that Eric is a bad man, but Brian doesn’t get why he cares.

Brian adds that he’s doing Billy a favor by not letting him get the job. Eric also mentions that Billy can continue to sit around all day, sipping drinks and chasing invisible penguins. Billy still doesn’t get why his dad is giving the company to someone else, but Brian seems to have made up his mind.

Carl suggests teaching Billy how to run the company, but Brian still doesn’t believe in his son. Billy says he can do whatever he sets his sights on, and that graduating from High School is proof that he can do it. Brian then mentions that the only reason Billy graduated from high school was because he bribed the teachers to make his son pass.

He adds that he did it because he thought Billy would eventually take things seriously after graduation. As he says it’s a mistake he regrets, Billy doesn’t seem to believe that his dad really bribed his teachers. Brian insists that it’s what he did, and he walks away from his office.

Billy then runs after him and mentions that he’s willing to go to school again to do each grade for two weeks, take all the tests, and re-graduate. He says he’ll do that to prove to Brian that he’s good enough to take over the company. Brian seems impressed by this, but Eric tells him that they shouldn’t be using the company to play a game like that.

Brian doesn’t seem to care, and he tells Billy that if he can pass each grade within a given time, he’ll take over the company instead of Eric. Billy looks happy about this, and as Brian heads to his room, Eric looks pissed. Billy then makes fun of him, but Eric says that he’s only delaying the inevitable.

The next day, Billy gets ready for school and tells Juanita to give him a snack pack, but she says she has packed a banana for him instead. Billy doesn’t seem pleased with this, but he quickly heads outside so he won’t miss the bus. Unfortunately, the bus doesn’t stop for him, and Brian is forced to take him to school. When he gets there, Billy sees a lady named Veronica and seems attracted to her. He then approaches her and asks if she’s there to learn too.

Veronica says she’s there to teach, and as she asks what he’s there for, he says he’s there to learn. Veronica then recognizes him and asks if it isn’t pathetic that his dad is making him go to school again. Billy says it is, and Veronica mentions that it’s good he realizes it. Shortly after, Billy enters his classroom for first grade, and a boy named Scotty tells him a joke. The teacher, Lippy, eventually walks in and introduces the class to Billy.

She mentions that Billy will be in their class for two weeks, and that he’s special just like all of them. Just then, the kids stand up to hug Billy, and he looks happy. After this, Lippy tells the kids to sit down so she can read them a story. While she’s at it, all the kids sleep off, but Billy stays awake to continue listening to her story. As she finishes up with the story, Billy doesn’t seem satisfied with how it ended, and he complains about it.

Just then, Lippy says it’s dodgeball time, and she wakes all the kids to head out to play. As Billy gets outside, a boy named O’Doyle hits him with the ball and tells him that he’s out of the game. Billy doesn’t argue about this, but as he returns to the classroom, he sees Lippy dancing strangely.

Lippy looks shocked to see that he’s back, and she asks why he’s not outside with the others. Billy says he has been kicked out already, but Lippy mentions that he’s supposed to stay outside until the next game starts. Billy says he’ll just stay inside, but Lippy tells him to go outside because dodgeball time is not only a special time for her students but also for her.

Just then, she drags Billy outside to continue playing with the other kids. Almost immediately, he catches the ball and starts throwing it at the kids. After the game, he joins his classmates at the cafeteria for lunch. Billy seems pissed to be eating a banana, and he tries to get one of his classmates to give him his snack pack, but the boy refuses. Much later, Billy returns to the classroom and designs something for his classwork.

After school, Billy sees O’Doyle greeting his mom, who has come to pick him up. O’Doyle then tells his mom that Billy is his new classmate, and that he thinks there’s something wrong with him. Billy doesn’t seem to care about this, and he tells O’Doyle’s mom that he’s a bus driver.

Coincidentally, Lippy brings out his classwork and gives it to him, and he looks disappointed by this because he had already lied to O’Doyle’s mom. Elsewhere, Eric seems pissed that Billy really went back to school again just to prove to his dad that he can take over the company. He then mentions that he has to eliminate Billy because he wants the company for himself.

The next day, Billy sees Veronica in the hallway and tries to flirt with her by asking if she wants the milk in front of a nearby classroom. Veronica says she’s not interested, and as she walks away, Billy sees a janitor named Rollo and asks if he wants some. Rollo also says he’s okay, and Billy returns to his classroom.

Days later, he draws a duck for a class test, and as Lippy commends his drawing, she mentions that he has passed first grade. The next day, Billy invites his classmates to a party at his house to celebrate his promotion to second grade. At the party, Brian looks proud of his son, and Billy’s classmates enjoy themselves.

The following day, Rollo goes to meet Eric at his office, and it turns out that he has actually been paid to spy on Billy. Eric seems pissed that Billy has moved on to the second grade, and as he asks if there’s anything new he needs to know, Rollo gives him some unnecessary information about what Billy likes. Days later, Billy participates in a spelling bee competition against one of his second-grade classmates.

As he gets the final spelling correct, the teacher mentions that Billy has passed second grade. The next day, Billy hosts another party at his house, and Eric seems pissed as he asks Carl if Brian’s son will keep throwing parties every time he passes a grade. Carl then says he doesn’t get why Eric is the only one who is complaining about the party.

As Eric still appears to be angry, he asks Carl if he’s fine with someone like Billy taking control of the company. Carl says it could be worse, but Eric doesn’t like his answer. The next day, Billy resumes third grade and complains to his seat partner, Ernie, that he’s nervous.

Ernie tells him to calm down, and almost immediately, Veronica enters the class as their teacher. After she greets the students, she introduces them to Billy. She also tells a boy named Dan to read a passage from his textbook. Dan stammers while reading, and as Billy makes fun of him, Ernie tells him to be quiet so he won’t get them in trouble. As Billy gets louder, Veronica looks pissed and drags him out of the class for making fun of Dan.

She also tells him that if he can’t keep quiet in her class for the next two weeks, she’ll fail him. Billy looks disappointed because he has a crush on her, but he doesn’t mention this to her. When he gets home, he complains about what happened to Juanita, and she mentions that Veronica just wants to make an example of him.

The next day in class, Veronica tells Billy to write some words in cursive on the chalkboard. As he does this, he misspells a word, and Veronica corrects him. Billy thinks Veronica intentionally gave him a wrong word, but as she makes fun of him, all the other students laugh at him. Billy doesn’t like this, and he leaves the class angrily while saying he won’t come to school again.

The next day, Billy pretends to be sick, but Juanita forces him to get ready for school. When he gets to his classroom, the school principal, Anderson, comes in to announce that he’ll be replacing Veronica for the day because she’s sick. Almost immediately, he sees the students passing around a note and collects it. He then reads it and realizes that the kids are making fun of him. Much later, some of Billy’s classmates send Valentine’s day cards to his table, and he finds this funny.

After a while, Billy tells Ernie that he misses Veronica. Ernie asks if it’s because he likes her, but Billy quickly denies it. He then asks if Veronica has talked about liking him before, but Ernie says he hasn’t heard anything like that. Billy suggests calling her to ask if she likes him, but he gives the phone to Ernie to talk. Billy then tells Ernie to ask Veronica if she has a boyfriend.

As Veronica says she doesn’t, Billy tells Ernie to ask if she wouldn’t mind going out with anyone in her class. Veronica says that she likes going out with other grown-ups, and Ernie asks if she means someone like Billy. Veronica mentions that Ernie is more of a grownup than Billy, and this leaves him disappointed.

As he ends the call, he scolds Ernie for mentioning his name while talking to Veronica. The next day, the students head for a class trip, and as they reach their destination, Billy says sorry to Veronica for how he has been behaving in her class. Veronica says it’s nothing, and she mentions that she has been trying not to hold him to a higher standard than the rest of the students.

As Veronica says she’s not sure if she should do that anyway, Billy mentions that it’s best if she doesn’t change her style because the other kids look up to him, and he doesn’t want them to think he’s a coward. Veronica tells him not to worry about it because he’ll have another teacher to annoy next week. Billy jokes that he only wants to annoy her, but before she responds, some kids come over to inform Veronica that someone stole their lunch.

Veronica looks shocked by this, but it turns out that Frank, Jack, and the school bus driver were the ones who stole their food. Just then, Veronica tells the kids to return to the bus. Billy notices that Ernie is standing close to the wall, and he goes to ask what’s wrong. Ernie then shows him that he peed on himself, and Billy looks shocked. However, he pours water on his jeans to make it look like he also peed on himself.

As his classmates see this, he tells them that it’s actually a cool new trend. The kids seem amazed by this, and as this helps Ernie avoid embarrassment, Veronica smiles at Billy. Days later, Billy passes third grade and throws another party at his house. As Veronica arrives, Billy looks shocked and immediately goes to welcome her in. She then gives him some snack packs as a present, and he thanks her for this.

Meanwhile, Carl tells Eric that he believes Billy is on the right track. Eric doesn’t think so, and Carl asks if he really thinks Billy is not going to make it. Eric says he’s sure of it, and Carl eventually asks to be excused for a few seconds.

As Carl walks away, Eric starts wondering if he can hire someone to destroy Billy. He then looks around and takes a particular interest in Anderson. Elsewhere, Veronica commends Billy for helping Ernie the other day. Billy says he’s sure Ernie would’ve done the same for him. Veronica then asks what it’s like to be back in school, and Billy says he’s already showing that he’s not a failure.

After this, she asks if he stays in the house alone with his dad, but Billy mentions that a few people come around from time to time. He eventually says that he has his own tent outside the house. As he takes her there, she seems attracted to him, and he also notices this.

Before they confess their feelings for each other, Carl walks into the tent and tells Billy that he thinks Eric is up to something because he just said a few strange things. Billy thanks Carl for this, and he says he’ll be careful. The next day, Billy resumes fourth grade and blends in quite well.

As he keeps getting promoted, Eric looks pissed and starts planning to sabotage Billy’s efforts so he can take control of the company. Several weeks later, Billy has lunch in the cafeteria with Ernie and some other classmates. Ernie then asks if Billy is available to play football with them, but he says he’ll do that next week because he has some tests to prepare for.

Ernie and the others don’t think he’ll have their time because by next week, he’ll already be in ninth grade, which is high school. They also don’t believe he’ll want to hang out with them, but Billy says he’ll visit them frequently. One of the kids says it’s because of his girlfriend, and Billy smiles because they’re referring to Veronica.

Days later, Billy passes eighth grade and throws another party at his house. There, Eric secretly confronts Anderson about being a dangerous wrestler who killed someone in the past. Anderson says it was a mistake, but Eric still asks how he got a teaching degree. Anderson realizes what Eric is trying to do, and he begs him not to expose his past. Eric then asks if he would do anything to make sure his past doesn’t get out, and he says he would.

The next day, Billy heads to high school and tries to be cool, but no one seems impressed by him. O’Doyle’s older brother also bullies him by pouring a smoothie on his head. Billy doesn’t think it’s anything serious, but two kids who used to be bullied before he arrived warn him about what’s to come for him.

As they also mention that he’s a loser like them, Billy says he’s not one. Shortly after, Billy heads over to meet Veronica and his former classmates. They all look happy to see him, and one of the students asks if he’s enjoying high school. Billy says he is, and that all the kids are treating him well. As one of the students says he can’t wait to get to high school, Billy looks terrified and tells him to stay back in third grade and never leave.

Veronica notices that something is wrong, and as she takes him out of the class, he explains that high school doesn’t seem fun like it was for him years ago. Veronica says he probably had too much fun back then, but she encourages him to get through high school so that he can achieve his goal and take control of his father’s business. Before he leaves, Veronica also tells him that things are probably different for him now because he wasn’t nice to the kids that he thought were losers back then.

Billy realizes what she’s trying to say, and when he gets home, he calls an old classmate named Danny to apologize for giving him a hard time back in high school. Danny accepts his apology, and Billy looks happy about this. After the call ends, Danny then cancels Billy’s name from his kill list. The next day, Anderson announces on the news that Billy bribed him to pass at his school. Brian is shocked to see this, and he scolds Billy for doing something like that.

Almost immediately, Eric walks in, and Billy asks Brian if he really doesn’t believe him. Brian then says that their deal is off, and that Eric will take over the business. Eric looks happy about this, and as Brian walks away, Billy feels disappointed and decides to stop going to school. He then starts partying with Frank and Jack again. Later that night, he gets drunk and goes to Veronica’s house.

As she opens the door, Veronica is shocked to see him drunk, and she tells him that she knows he didn’t bribe Anderson. Billy says it doesn’t matter anymore, but Veronica believes he’s losing his mind. The next day, while Billy and his friends are sleeping beside the pool, Veronica shows up and wakes him up.

She then throws him into the pool and starts beating him. Billy doesn’t understand this, but Veronica tells him to go back to school and graduate so that he can get the company back. Billy says he doesn’t want it anymore, and Veronica looks disappointed.

As she says she can’t believe that she fell for someone who just wants to give up, Billy mentions that no one believes him. Veronica says she does, and that she believes in him. She adds that if he really thinks he’s not a loser, then he should try to win. Billy thinks about what she said and decides to fight to get the company back. The next day, Ernie leads his classmates to Anderson’s house to ask if Billy really bribed him.

Anderson feels bad about this and makes another announcement to inform everyone that he lied against Billy. Eric gets pissed as he watches the announcement, and he throws something at his secretary, who gets hurt and passes out. Later that day, Brian calls Billy, Eric, and Carl to his office and complains about the situation.

He also mentions that Billy was close to graduating before Anderson ruined everything. As he mentions that Billy deserves another shot at getting it done, Eric disagrees and says that the deal is off. He adds that Billy was supposed to finish each grade in two weeks, but he failed to complete the ninth grade within the given time.

Carl mentions that it wasn’t Billy’s fault, but Eric still believes he deserves to get the company instead. Brian doesn’t agree with this, and Eric insults him. As Brian then says that he’s not giving up his company anymore, Eric gets pissed and tells him that they’ll meet in court.

Before he leaves, Billy calls him back and mentions that they can settle things outside court. As Eric wonders what he’s talking about, Billy challenges him to an academic decathlon. Brian looks shocked and asks what he’s doing, but Billy seems sure that he can beat Eric.

The next day, Billy heads to high school, and his two friends who spoke to him the other day give him some notes to help him prepare for his tests and exams. Billy appreciates this, but as he opens his locker, he sees that O’Doyle has stuffed it with dirt. Billy seems pissed by this and tells O’Doyle what he really thinks about him.

After school, Billy starts preparing for the academic decathlon, and Veronica helps him learn some things. Days later, Billy arrives at the school for the decathlon. After he and Eric compete in nine events, Billy takes a narrow lead. For the last event, Billy is asked a question, and he gives his answer. Everyone rejoices with him because they think he has won, but the principal insults his answer and says that it wasn’t correct.

Following this, Eric is asked a question, and he stands up to answer it. Unfortunately, it turns out that he has no clue what the answer is, and as he gets pissed, he brings out a gun and shoots it in the air. He then tells the principal to give him a new question because the previous one was unfair.

Billy calls him a psycho, and this gets him pissed. As Eric points the gun at Billy and nearly shoots him, Anderson runs onto the stage in his wrestling costume and knocks him down. Veronica quickly runs to the stage to help Billy, but Eric stands up and points the gun at her.

Before he can pull the trigger, Danny shows up and shoots him, and Billy looks pleased that he called his old classmate to apologize for what he did in the past. Veronica then checks up on Anderson before going to hug Billy. Days later, Billy graduates from High School, and during his speech, he mentions that he’s not really interested in his father’s business. He says he’ll hand it over to Carl, and Eric looks frustrated by this. Billy then mentions that he plans to go to college so he can become a teacher.

Everyone looks happy for him, and Brian asks if it’s what he really wants. Billy says it is, and Brian hugs him and looks proud of him. Billy then goes to meet Anderson to thank him for saving his life. Anderson says it’s nothing, and Billy also goes to thank Veronica for always supporting him.

After finding out that his dad wants to hand over his company to Eric, Billy decides to prove that he’s the one deserving of the position. Brian didn’t believe that Billy could do better, but with his commitment and Veronica’s support, he showed that he could achieve anything he set his mind to. In this story, we learn that with determination and support, we can prove our doubters wrong and show our true potential.

Billy Madison 1995.