Corky (Anthony Hopkins), a failed magician, adopts a new ventriloquist act with an abrasive dummy named Fats, and suddenly finds himself lined up for a television show. When the unbalanced Corky fears he won't pass the required mental exam, he runs away with Fats to his hometown, where he meets an old love from high school, Peggy (Ann-Margret). Corky persuades Peggy to leave her loveless marriage -- but Fats, who seems to be taking on a mind of his own, doesn't approve of the relationship.