In a film within the film, comic filmmaker Sandy Bates is seated in a train car filled with society’s outcasts, while across the way another train car is filled with beautiful people having a party. As the two trains depart, Sandy attempts to convince the conductor that he is on the wrong train, and desperately tries to get off so he can ride on the other train. However, the passengers from both trains ultimately end up in the same place—a trash dump. The film leader runs out on screen in a projection room, as four film executives complain about the film, claiming that Sandy ‘s vision has become morbid and shallow and that he no longer makes funny films. In his personal life Sandy is surrounded by agents, publicists, tax accountants and studio executives who all want something from him. He wants to get out of a commitment to attend a weekend film retrospective in his honor at the Jersey shore, but is told that tickets have been sold and he cannot back out. As these hangers-on leave his Manhattan apartment, Sandy turns on some music and goes to the window, staring out at the city, and enters into a conversation with Dorrie, who seemingly is in the apartment with him. Dorrie informs Sandy that she is no longer taking her prescribed Lithium, and he responds by saying that is not a good idea and that he can see how much better she is when she maintains her dosage. Sandy’s reverie is interrupted by a scream from his cook. The oven is on fire. Sandy puts out the fire and reminds his cook for the umpteenth time that he never wants her to cook rabbit, as he refuses to eat fur-bearing animals. She counters by saying that she misunderstood him to mean “just that once” before. At the hotel Stardust, Sandy arrives for the retrospective. As Sandy makes his way through an army of effete film geeks, he has a vision of himself as a child, with his mother, and wearing a homemade Superman cape. The young Sandy raises his arms and flies off into space. Ensconced in his hotel room, Sandy calls Isobel and asks her to join him at the shore. After a screening and a question and answer session, Sandy is surrounded by fans who want his time and attention for their own causes and projects. Daisy, one of the crowd, seems to be immediately smitten by Sandy, and he responds equally to her presence. Jack Abel, Daisy’s companion and a screenwriting teacher, approaches Sandy asking if he would come to speak to his class, but Jack seems to be just another person who wants something until Sandy realizes that Daisy is with him, and he agrees to join them for a drink. At the bar, when Jack gets up to get another round of drinks, Daisy asks Sandy if he has been looking at her, and he responds that she reminds him of someone—not in looks, but in manner. Sandy sees another vision of himself as a child performing a magic act in a school talent show. The audience, however, appears to be made up of adults seated in the club where Sandy and Daisy are having drinks. When one on-looker declares that young Sandy is a “natural,” his mother declares that he ought to be because he practices in his room for hours. When she is asked if that is all he is doing, she declares that he did “that,” too and holds up an adult magazine she found in his drawer. Sandy’s psychoanalyst pops in, noting that the boy’s actions caused him great guilt and that he has been treating Sandy for years and does not know if he can ever cure him. At the end of the evening, Sandy, Daisy and Jack return to the hotel, as Sandy is accosted by a young actor who wants to give him a picture and a resume, he looks longingly at Daisy and Jack as they share a kiss on the stairway as they go upstairs. Sometime earlier, on a movie location at the beach, Sandy introduces himself to Dorrie, a bit actress with a one-line part. Dorrie is thrilled to be noticed by the director, but mentions that she is troubled. In moments from their professional and personal lives, Dorrie is seen as Sandy’s leading lady in his films, and he learns that her mother was institutionalized for schizophrenia and other mental disorders. Back in the present at the Stardust Hotel, Sandy enters his room to find a young female fan in his bed, who tells him that her husband is a great fan an he would be so honored if she “made it” with Sandy. After another screening at the festival, Sandy is again mobbed by fans; but as he manages to get outside the hotel he notices Isobel arriving for the weekend. As they kiss, Isobel informs Sandy that she has left her husband. Sandy is both pleased and stunned. Later, Sandy discovers Daisy sitting alone in the empty hotel auditorium. She tells him that she had a dream about him, but that it was too embarrassing to tell him about unless and until they get to know each other better. Sometime earlier, Dorrie and Sandy come in after an evening out and she accuses Sandy of flirting with her younger cousin. Back in the present, Sandy brings Isobel to meet his sister and her husband. Privately his sister asks if he is going to marry Isobel, but Sandy has some misgivings. He likes the fact that Isobel is French, but not so sure he wants to take on raising her two children. Afterwards, as they are driven back to the hotel, police stop the car and arrest Sandy’s chauffeur, George, on a Pennsylvania warrant for mail fraud. Sandy complains to his secretary about this latest chauffeur-–the sixth she has hired for him in two years—but she is surprised at the turn of events and claims she had checked George’s references and they were impeccable. But even as he talks to his secretary from the hotel lobby pay phone, Sandy is accosted by fans. A new ending to his latest film appears. The train passengers arrive in “jazz heaven” with a white-clad all-black big band playing the “One O’clock Jump.” Sandy is offended that the studio would attempt to change the ending of his movie, but a young executive tells him that, “Too much reality is not what the people want.” Back at the hotel, Sandy asks Isobel to move in with him, but now Isobel is not so sure. In a clip from another of Sandy’s movies, a horror spoof, his character plays a scientist who switches the brains of two women in an effort to create the perfect mate. After the screening, an attendee asks if he really believes there is such a thing as the perfect mate. Sandy replies that he thinks good relationships are more a matter of luck than anything else. Afterwards, Sandy and his actor friend, Tony, discuss life. Sandy finds Tony’s outlook shallow and dismisses his Playboy centerfold girl friend, but the actor responds that some of Sandy’s choices in women have been disastrous—especially his relationship with Dorrie. Returning to the hotel, Sandy is approached by Jerry Abraham, a boyhood friend who now drives a cab. Jerry is somewhat jealous of Sandy’s success, but Sandy again attributes his good fortune to luck, saying that if he’d been born in Poland he would have probably ended up as a lampshade during World War II. The next morning, Sandy talks to his agent from a payphone discussing his distaste for the studio wanting to change his film. As he hangs up, he overhears Daisy in the next phone booth talking with a friend. She reveals that she has been on edge, and has had to take Valium in order to sleep. She also mentions that Sarah, who has not talked to her in over a year, has called, and also how understanding and affectionate her boyfriend, Jack, was—although he is unaware of her past lesbian relationship with Sarah when they lived together in Israel. Although he was affectionate, Daisy reveals over the phone that she told Jack she had Herpes, a sexually transmitted disease, in order to cool his ardor. At a boardwalk diner, with Isobel and her children, Sandy is disturbed that the youngsters are making a fuss and attracting attention. He stares out the window and once more sees himself as a child on the beach in his Superman cape. Young Sandy gives Dorrie a present, and she kisses him. He runs off, and adult Sandy appears with a clarinet, a gift he has received from Dorrie. She gives him other presents as well, and he tells her that what he begged his mother for when he was a kid was an elephant. On the boardwalk in the present, Sandy, Isobel, and her kids, run into Jack and Daisy on the boardwalk. Daisy mentions that the Italian neo-realist film, The Bicycle Thief is playing nearby and that she has never seen it, and Sandy says that he’d like to see it again. Jack and Isobel beg off, but Sandy and Daisy attend the film and afterwards have a discussion about it. Daisy comments that Sandy seems to have a rather depressive outlook on life, but he insists that he has some laughs. They are interrupted by Charlotte Ames, who played Sandy’s mother in one of his films. She asks how Dorrie is doing, and he tells her that she is married and living in Hawaii. Earlier, in their stormy relationship, Dorrie has a fit on the set of one of Sandy’s films. While on the way back from the film Daisy asks Sandy if he really reminds him of an old girl friend? He tells her yes, and that they both have a sort of “lost” quality about them. Their car breaks down and they start walking, eventually finding themselves at a gathering of UFO enthusiasts. Even among these flying saucer geeks, Sandy is hectored, and one of the attendees mentions that the gathering is like a scene out of one of his films, only to be grabbed from the scene by a gorilla. As Sandy performs a magic trick at Daisy’s request, his family, friends, and associates remind him of all he problems in his life, and Tony asks if he remembers the last time he saw Dorrie? In a schizophrenic monologue, Dorrie tells Sandy that he looked for the perfect woman, but fell in love with her. She cannot be alone, but she cannot be too close. She asks if he’s seeing anyone, and also wants to know how she looks? Running through the woods, Sandy encounters some space aliens who are about to return to their planet. He asks them if nothing lasts why is he bothering to make films or do anything? They tell him that they like his films, especially the earlier, funnier ones, and that if he wants to provide a service to mankind he should tell funnier jokes. Looking up, Sandy sees what appear to be alien craft, but in fact are hot air balloons. Disappointed that the balloons were not space ships, Sandy suggests to Daisy that they become a couple. She counters by saying she is nothing but trouble and has problems when men get too close. She is surprised that he would pick her out of all the women he has met. As they share a kiss, Isobel and the sponsors of the film weekend find them. Sandy tells them he doesn’t want to go back to the festival and is tired of everybody hounding him. He also tells Isobel that the last thing he needs is to get married and raise children. As Isobel runs off, a young male fan approaches, says that Sandy is his hero, and shoots him with a handgun. At the hospital, Sandy is pronounced dead, and a nurse observes that it is too bad because he never really learned the meaning of life. Sandy’s analyst observes that he saw reality too clearly and had a faulty denial mechanism. As he is honored with a posthumous award from the festival, Sandy’s spirit wails that he would have given up his Academy Award for one more second of life. He tells that audience that when he was dying on the operating table he looked for something that would bring meaning to his life, and a memory flashed through his mind. A spring day in his apartment, after he and Dorrie had returned from a walk. He put on a recording of Louis Armstrong singing “Stardust,” and looked at Dorrie lying on the floor reading the newspaper. For a brief moment everything was perfect, and he was happy. Reaction from the audience is mixed. One woman observes, “That was so beautiful,” while a man asks, “Why do all comedians turn out to be sentimental fools?” Back at the hospital, the doctor says that Sandy is all right, that he had an hallucination about being shot by a fan with a .32 pistol and just fainted. Isobel is at his bedside, but leaves when she hears Sandy call out Dorrie’s name. As he chases after Isobel, Sandy is stopped by a pair of cops, who have found a .32 pistol in his car. They ask if he has a permit, and Sandy responds that he doesn’t shoot the gun, he only carries it because he is paranoid about Nazis, and that he doesn’t need a permit because he is a celebrity. In jail, Sandy shares a cell with George. Isobel and her children leave the shore and go home. Sandy catches up and tries to reconcile with her as they board the train. He tells her the weekend was enlightening, and that he has a new ending for his movie. The train may be going to the same junkyard, but they are together and have a few laughs. Isobel interrupts saying that this idea is too sentimental. But a good kind of sentimental, he counters. There is a character like her, who loves him and realizes that, even though he does foolish things, he is not evil but just sort of floundering around. Isobel says it is not realistic, but Sandy observes that a big kiss would go a long way toward selling the idea. They embrace. At the festival theater, the audience applauds and gets up to leave. Among the crowd are the actors from the film, and it is apparent that the whole story was one of Sandy’s movies. Tony Roberts (Tony) complains that Sandy made him wear a mustache for the film. Marie-Christine Barrault (Isobel) and Jessica Harper (Daisy) compare notes on Sandy’s tongue technique in kissing scenes, and an old man walking out asks, “From this he makes a living?” Sandy returns to the empty screening room to retrieve his sunglasses. He puts them on, stares for a moment at the empty screen, and leaves. The house lights dim, leaving only the star-like light bulbs hovering in the rainbow curved trusses above.