In New York City, Arch Hammer checks in to a hotel room. As he shaves, he practices his talent to change his face into anyone he wants. He has newspaper clippings with photos of several different men. He goes to a night club where Maggie is playing piano and singing. After she 's done, Hammer goes over to her, taking on the face of Johnny Foster, her boyfriend. She thought he was dead and Hammer explains it was another guy who was found dead. He says he decided to take on a new life and wants her to come with him. She's happy to leave and he tells her to meet him at the railway station.
Outside, Hammer reverts to his original face and figure he deserves a beautiful girl in his life. He goes back to his hotel room and takes on the face of Virgil Sterig, a local hoodlum who was shot in a gangland killing and dumped in the river. He goes to see Penell, the mobster who ordered the hit. Penell is startled and fakes relief, but Hammer says he died making a deliver for Penell and wants his cut. Hammer takes the money from Penell's desk and leaves, but two of Penell's henchmen bust in. Hammer shoves past them and gets outside where he runs into an alleyway. Trapped, he sees a poster of a boxer, Andy Marshak. Astonished and puzzled, they let Hammer go when he takes on Marshak's face.
Out on the street, Andy's father Pop Marshak, a newsstand owner, sees him and talks about how Andy ran out and did dirty to a girl and broke his mother's heart. Pop accuses him of just walking away and Hammer shoves him to the ground as he leaves.
Back at his hotel room, Hammer is still wearing Marshak's face when a police detective comes into the room. Hammer reverts to his own face and the detective says he's wanted for a bunco racket. Hammer goes to get his coat and they leave, but as they go through the revolving doors, Hammer switches back to Marshak again. The detective, confused, goes to find Hammer while Hammer strolls away. However, Pop Marshak is waiting for him… with a gun. Thinking Hammer is Marshak, he prepares to kill his son. Hammer asks for a minute to concentrate and tries to bring up another face, but Pop Marshak shoots him dead. As he lies dying, Hammer's face reverts from Forster to Sterig to Marshak… and he dies as himself.