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NOTE: This spoiler was submitted by Spectre.

We open with Larry Crowne (Tom Hanks) driving to into the parking lot of his job. He works at UMart (think Walmart or Target), a big box store where he is well liked by coworkers and customers alike. A montage follows where he and other employees stock the store and help customers with their needs.

Larry is talking to another coworker when they hear an announcement over the speaker. Larry is being asked to come into the common break room. It is employee of the month day, and Larry thinks he will be awarded again for the 9th time in a row.

Larry goes back to the room where there are several people from corporate sitting down including Jack Strang (Rob Riggle). An older corporate executive tells Larry that they hate to do this, but they have to let him go. Another woman explains that though they cannot discriminate by race, gender, sexual orientation etc., they have a mandate that top promotions have to be given to people with college experience. Since Larry never went to college, he is the lowest possible person they would pick to promote to corporate. "This retards your promotion capabilities" an insensitive Strang says. Obviously not giving the proceedings the grace it needs. Larry is astounded as he always done a great job and is an excellent employee. He tells them that he spent 20 years in the Navy in place of academics and begs them not to fire him. But corporate is firm, and he is let go.

Larry goes home and flops into bed depressed.

The next morning, Larry goes to the bank and talks with the person handling his mortgage. Wilma (Rita Wilson, Tom Hanks real life wife) tells him that the rules have changed on refinancing, and he now owes more than his house is worth to sell. Wilma suggests starting with liquidating his assets.

Larry goes to every retail store in town to get another job, but no one will hire him.

A few days later, Larry starts pulling stuff out on the yard to sell which catches the eye and anger of his neighbor Lamar. Lamar says he has a monopoly on yard sales and Larry better not get on his territory. Larry tells him that he just got fired, and Lamar is more sympathetic. Larry goes over to Lamar's (Cedric the Entertainer) and B'ella (Taraji P. Henson) house where they hold a daily yard sale. Lamar won $500,000 in a wheel spinning game show years ago, and it allows for him to live comfortably and have a side business via his yard sales.

Larry tells them that he got fired for not have going to college. Lamar tells him just sign up for the community college and he won't have the problem ever again.

Larry goes to the nearby community college and talks to the dean of students. After hearing his situation, the dean tells him that he should sign up for a speech class, an economics's class, and a writing class so he can deal better with businesses. Taking his advice, Larry signs up for all three.

Larry goes to fill up his expensive SUV with fuel when he sees two guys roll in with Vespa scooters. One fills his up with a gallon and a half and only at the cost of about five dollars to Larry's 70+. Remembering Lamar has one at his house for sale, Larry trades him a plasma TV for the old Vespa.

The first day of class Larry runs into a young woman Talia (Gugu Mbatha-Raw) who tells him that he looks like a police officer with his clothing. Larry shakes it off and Talia compliments him on his Vespa. Larry asks where the building he is going to is, but Talia says she doesn't know and heads off.

Meanwhile, a seemingly hungover and annoyed Mercedes Tainot (Julia Roberts) parks in her spot and goes to her office. Her fellow professor and friend Frances (Pam Grier) asks her what she did for an 8 a.m. class. Mercedes says she doesn't know and tells Frances she is becoming disillusioned with teaching because she doesn't think she makes any impact on her kids lives.

Mercedes goes into the speech class and sees only 9 people signed up. She tries to cancel it, saying state law they need at least 10 to continue. Just when she is about to leave, Larry finally shows up, forcing her to stay and continue the class. Mercedes introduces herself and one of the students Steve mocks her last name knowingly, pronouncing it "Taebo."

Larry goes to his next class, economics with fellow speech classmate Lala, and Talia. Talia decides Larry isn't a good name for him and instead rechristens him "Lance Corona". Their professor Dr. Matsutani (George Takei), thinks highly of himself and his teaching and makes it known, though it is clear he knows what he is talking about. Talia texts Larry about riding scooters later and Larry pulls his phone out which his professor sees. Matsutani comes up and takes it from Larry; "They call them smart phones, but only dummies use them in my class." Dr. Matsutani says (a running gag in which Larry will lose his phone several times).

Mercedes goes to another class and finds only four students there. Depressed, she cancels the class.

After class, Larry follows Talia to her Vespa driving gang led by her boyfriend Dell Gordo (Wilmer Valderamma). They allow Larry to join and they drive around town. After awhile, they stop at a diner ran by a friend of Larry's, Frank. When the group wants to browse at thrift stores, Larry suggests Lamar's garage sale. The group heads there.

While Dell and the group browse the garage store, Larry goes back inside his house and looks at homework. Talia comes inside with her stylist friend who will cut his hair better. Meanwhile, Talia, Dell and others rearrange his den to make it flow with better feng shui. Surprised at his new look, Talia gives him a hug and a kiss. Dell tells Larry that he better not fall in love with her because he's her boyfriend. Larry, not thinking of her that way, assures him nothing will happen and the two shake hands.

Meanwhile, Mercedes' husband Dean (Bryan Cranston) is looking at porn when he should be blogging (that is his job). He hears her come in and closes the browser. Dean lies about his day, saying he went exercising, ate lunch, then did a bunch of blogging. Mercedes calls bullshit saying he spent the day looking at porn. Dean tries to deny it but said yes he did look at a little. But he was only doing what guys do. Mercedes doesn't buy his logic and goes to the patio to drink alone.

Over the semester, Larry really dives into his classes, especially Tainot's speech class. One day Larry misses her class completely and barely makes it to his economic class. Mercedes finds out and is livid and makes him do an impromptu speech the next day on interior decorating, which he is able to get through due to Talia rearranging his house earlier. The class eats it up and an annoyed Mercedes cuts it off short. Yet she cannot deny he is making an effort unlike most of her other students.

Larry goes to Frank's restaurant, and Frank offers him a job in the kitchen. Larry is tested to see if he can still cook and passes flawlessly. He is hired to be on call.

Mercedes and Dean go out for a date night, and it goes disastrously. None of it is seen, but they stumble out of a restaurant, both tipsy, and it's implied Mercedes made a scene. Dean is angry because they cannot have a night out anymore and she is pulling away from him. The argument devolves to the point that Dean screams the reason she is mad at him is because he likes big breasts and she doesn't have them. Mercedes flips out and gets out of the car and waits for a bus.

Larry and the Vespa gang are driving by when Talia sees Mercedes at the bus stop and pulls Larry there. Larry offers her a ride, and after some grumbling, she agrees. Mercedes is still in a foul mood most of the way. However, on the way home, they see Dean get arrested for drinking and driving and she laughs heartily, finally loosening up. Larry laughs along, not realizing Dean is her husband.

Larry walks Mercedes up to her house and after a minute of awkward conversation they have a long, passionate kiss. Larry decides not to go farther and tells her to go inside. She watches him through the peephole do an insane, happy dance, saying, "I can still see you." which stops Larry in his tracks.

The next morning, Dean comes home in a taxi, extremely hungover. He finds all his stuff outside, the universal action that screams "I want a divorce."

The same day, Mercedes pulls Larry aside and says last night was a mistake; she is his teacher, and he her student. Plus she was drunk and under a lot of stress. Larry looks bummed, but says he understands and will keep it under wraps.

A few days later Mercedes sees Larry with Talia at a donut shop. She becomes jealous, thinking Larry is after younger girls.

Frances comes over and helps Mercedes clean her place and rid it of the influences of Dean.

Meanwhile, paying really close attention to Dr. Matsutani's classes, Larry figures his way out of his house problem; a strategic foreclosure. His bank contact Wilma tries to persuade him not to do it because it will screw up his credit (but really just doesn't want the debt the house brings with it), but Larry is firm.

Larry has a goodbye party where he puts his stuff out, so Lamar can sell it all. Ordering pizza, it turns out that the delivery man is Jack Strang, one of the men who helped fire him. Apparently he was downsized too. Larry gives him a taste of his own medicine before giving him a decent tip relating to what he is going through. After awhile though, Larry is packed up, and B'ella makes him promise to come back and visit.

Meanwhile, Talia finds a great place for rent, which she buys to start up her thrift clothing business. She talks to Larry about her place, and he agrees the rent she is paying is worth the money.

Back in economics, Larry realizes that Talia is no longer in the class. Talia talks to Frances, another one of her professors, and telling her that she is dropping out. Mercedes makes a snide comment about her and Larry having "pillow talk" and talking about her, but Talia scoffs; sure Larry is a decent person but he is way too old for her. Talia has no idea what Mercedes is talking about.

Larry finds Talia at her shop and finds out she dropped out. He is disappointed, but he understands her reasons.

For the speech class final, everyone in the class will have to give a random speech detailing a topic. Due to bad handwriting, Larry believes his topic is geography which Mercedes consents to.

Larry takes his economics exam, and is the first to complete it. Dr. Matsutani congratulates him for being one of the few to understand what he teaches.

The speech class does its final assignment with Larry going last. Talking about geography he steers it towards his time in the navy in order to describe different facets of the world, and also tying them into the other topics other students used. He finishes to applause.

That night when deciding final grades, Mercedes gives Larry an A+

Later at Frank's diner, Frances and Mercedes come in where she finds out Larry works there. Mercedes tells him Talia said her class changed his life. He echoes that sentiment. Mercedes makes it clear since she is no longer his professor, he can call her by her first name. They exchange a few more awkward words and Larry goes back to work.

We now cut to the next semester. Larry is still in school. He has taken another economics course taught by Dr. Matsutani. Mercedes is about to teach a class on Politics in Shakespeare when she notices she only has eight students. About to cancel the class, four members of her speech class show up, including Steve. Steve, a slacker at heart, finds out what the class is really about and shakes his head. They note Larry isn't here, which intrigues Mercedes.

Mercedes goes back to her office and finds a note from Larry. She uses her GPS to drive there and finds Talia's shop. Talia points her to apartments not far from the shop and says Larry lives there now.

Mercedes goes up and sees Larry. Mercedes reiterates that Larry thought the class changed his life. "It did." he says, "I met you." They stare at each other for a moment and kiss again passionately. Larry invites her inside to see "the world's smallest kitchen" to make french toast.

The end credits show them on a Vespa driving around.

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