Roger (Jon Heder), a beleaguered New York City meter maid, is plagued by anxiety and low self-esteem. In order to overcome his feelings of inadequacy, Roger enrolls in a top-secret confidence-building class taught by the suavely underhanded Dr. P. (Billy Bob Thornton) Aided by his assistant, Lesher, Dr. P uses unorthodox, often dangerous methods, but he guarantees results: Employ his techniques and you will unleash your inner lion. Surrounded by a band of misfit classmates - Walsh, who's dying to move out of mother's basement; Diego, a punching bag for his hen-pecker of a wife; and Eli, a shy guy just looking for female companionship - Roger's confidence grows and he makes his way to the head of the class, even finding the courage to ask out his longtime crush, Amanda. But Roger quickly discovers that star students have a way of catapulting Dr. P's competitive side into high gear. In order to show Amanda Dr. P's true colors, Roger must rally his new friends and find a way to beat the master at his own game.