The pair talks about working together on the comedy

Those self motivation classes; no one wants to go, and no one really even wants to admit they've been

For Jon Heder, it's a must in his latest film, School for Scoundrels. In the flick, he plays the hapless Roger - a New York City traffic cop. He's in love with his neighbor, Jacinda Barrett, but can't get up enough nerve to do it. After getting dumped by his 'Little Brother,' he takes a secret night class with Billy Bob Thornton, that's supposed to pump up his self-esteem. What ends up happening is Billy Bob starts to take advantage of Jon's progress, and go after Jacinda himself.

Personality wise, Jon and Billy Bob couldn't be more opposite, which is what made this relationship on screen work so well. Jon says he grew up the loser. "It's not being comedic; it's just acting like me; especially this character was fun. It was kind of more like I looked at it as like, 'Ok, here's my chance to kind of play more of the natural me, kind of the straight guy.' I was reminded when I saw the film for the first time that he really is a pathetic, sad person at the beginning; I forgot about that, so I'm not that sad and pathetic in real life. But yeah, a lot of Roger is kind of how I was in high school; I had no confidence with women, but I wasn't that much of a pushover in my work. I was very similar; I started to get more backbone as I got older but not when I was younger."

And Billy Bob - let's just say he got to play a guy he knows very well. However, he feels bad for those guys who are called the 'losers.' "I've been a loser many times; I've got a lot of sympathy for losers. I think the point of this movie is you should be more confident, you should have confidence in yourself, and it will get you further in your life, but don't be an asshole about it, and you can't let it go over into arrogance and power madness and stuff like that. And then for Jon's character, it's like yeah you should be nice and honest and everything, but don't let it become weakness. So I think both guys have their point, and neither one of them know how to do it properly, and in the end it actually works for him. But not because necessarily I wanted it to work, but it was for my own selfish purpose, so that's pretty much what the movie is."

As Billy's training goes on, he takes the class to a field for a 'friendly' game of paintball. That was one of Jon's favorite days on set. "Yeah, it took me right back to high school; my friends and I would go to the park and do it but we would do it full on guerilla-style in his backyard. I lived in Oregon so he had like huge forests and stuff and we'd go around shooting each other so that was very reminiscent of messing around. I remember my dad served in Germany during the Gulf War as a doctor, and when he came back he brought back from Germany these paint guns and we were like the first ones in our group of friends who had them; basically it was the exact same thing, we just wanted to shoot each other. No one had any protection; we were shooting each other on the leg and really close to the crouch and I was like, 'You're crazy - let me get away!' It was almost the same thing [as the movie].

And speaking of the movie, there is a scene in the paintball game where Jon gets nailed at close range with a pellet. "It was kind of my fault," said Jon. "We had protective gear but I felt like a robot and I could barely move so I kept taking it off. But all they had to do was shoot me in the crouch. And Matt Walsh, who was the main guy doing it, was right next to me and every time he'd be like pow, right in the chest. I'm like, 'How hard is it to hit me?' And even when they had to shoot me they'd miss and they'd hit the inside of my leg and it would sting, so I had a couple of good welts. But they were battle wounds and I felt like a Klingon."

For Billy, this role seems to fit right up his alley with the improvisation side of things; but he told us there wasn't much of that going on. "Well it wasn't improv, I pretty much said everything in the script. But it's different than when I'm doing like a really heavy movie or something, which I'm known more for, Monster's Ball or The Man Who Wasn't There or Sling Blade. Those are heavier kind of movies and you're in some sort of zone with your character and everything. In a movie like this, you have to show and have fun, and then they say 'Action,' and I look like an asshole. So in that case it's different. And plus you're doing a movie that you're not worried about its fate as much, because it's a commercial comedy and those usually make enough money to get by on, and that kind of thing, so you don't sweat it as much."

So Jon is good at paintball and tennis. In School for Scoundrels, there's a hilarious scene where Jon, Billy Bob, Jacinda, and Sarah Silverman (Jacinda's roommate in the movie) are all playing tennis. "It was great, it was really a cool scene because it was very cinematic; it's cool," Jon said. "That was one of the more fun experiences when you're shooting it you don't know it's gonna be that way. I mean the slow mo and the music building up; it was fun because Jacinda likes to play, Sarah's really good, too. Anytime I get to do the physical stuff, I love to do that. It was a lot of fun to do because we were all there and I got to hit Billy Bob with the racket in the back of the head. It was a fake racket, but still, hitting him nonetheless.

Even after shooting ended, Jon and Jacinda continued playing. "Jacinda and I still have not finished our match; we started one and we were tied. I'm better than her but she would always luck out for some reason or I'd get too aggressive."

During shooting, Billy and Michael Clarke Duncan had a deal for being on time to set. According to Michael, Billy owed him $1500; Billy wanted to set the record straight. "Here's the fact about it, I know exactly how much it is; it was $900, but then he was late twice and I deducted 200 bucks off of it, so it was $700 as it stands. I'm going to buy him some real cheap jewelry and tell him it's real, say it's like a $750 necklace."

And now, he'll have to pay up for real. "I know, you guys are going to write about it. Michael and I go back; we did Armageddon together, so we've been messing with each other a long time."

All the laughs will be there in School for Scoundrels when it opens in theaters September 29th; it's rated R.