Four old friends reconnect at their 20-year college reunion.

While attempting to flee from the FBI, the criminal Frank Dallio kills Detective McKenna's wife, Rachel. McKenna himself is shot in the face by the professional killer Lyle Mason, who dies in a car crash shortly thereafter. The FBI persuades McKenna to undergo facial surgery and take the place of Lyle Mason in order to find Dallio and a valuable microchip.

A young woman pursuing her dream of becoming a stand-up comic, forms an unlikely friendship with a jaded, former comedian after he heckles her off the stage at her first open mic.