Roger Waddell is a meek New York City meter maid, who is having a rough time at work and failing in his social life. When Roger's third "Little Brother" in a row dumps him, the recreation center manager suggests he call a mysterious phone number. Sitting at home, Roger calls the number and reaches Dr. P, who then instructs him to show up at the Learning Annex carrying a manila envelope with $5,000 cash. When he arrives, he and another new student meet Lesher, Dr. P's assistant. Soon, they learn Dr. P is running a very unorthodox class in how to gain confidence and change your life. When Dr. P looks at this new collection of losers, he becomes disgusted and ends class early. Lesher is instructed to hand out beepers. The new "recruits" must carry the beepers and initiate a confrontation with someone nearby when instructed. Soon, Roger begins to excel in the class and gains the confidence to ask his neighbor out on a date. But Dr. P is a competitive guy and does not like to be upstaged by his students, so he begins to romance the same girl as Roger in an attempt to steal her away.