A gangster (Robert F. Lyons) attends the funeral of his partner (Eugene Roche), whom he double crossed and killed, and finds himself in for a nasty surprise. A down-on-his-luck guy (Billy Crystal) buys the makeup case of a dead actor from his widow (Signe Hasso), who claims that the makeup allowed him to literally become his characters. After discovering the makeup allows him to literally become whatever character is inscribed in the container, he decides to get back at his sleazy boss (Brian Dennehy).