Elliot Kelman (Joe Pantoliano, The Matrix, Memento) is a failed publishing executive who can't get back into business. He supports himself selling suits at the local mall and relies on hand-outs from his mother, ex-wife, and son. He also self-publishes a weekly newsletter on the perils of self-delusion. Afraid his writings will be rejected, he hires a high school kid to post them on supermarket bulletin boards and stuff them under windshields in his New Jersey hometown. After he meets the sexy Carole (Jennifer Tilly) and his newsletter begins to find an audience, things start looking up for Elliot. However, the return home of his oldest friend Richard, a prominent movie producer, and the only one of his friends to have found success, brings Elliot's feeling of inadequacy and squandered potential back to the surface. With Richard in town, the competitive tensions rise, and once Carole takes an interest in his friend, Elliot must confront his envy of Richard's success and his disenchantment with his own failure. Second Best is a dark comedy that offers insight into men's expectations of success, financially, sexually and otherwise, and provides a glimpse into what men actually talk about when women aren't around. This is a film that explores how a generation of men who were expected to achieve their dreams can ultimately overcome the reality of falling short of them.