Struggling actor and lifelong nerd Wally Chambers gets his big break when he is cast as the masked part of Bottom in a production of Midsummer Night's Dream. His joy is muted when he learns he will only be doing the masked part because the obnoxious and famous Regis Fillmore doesn't want the bother of wearing the donkey head make-up! Wally is shocked to find out that his Titania is the voluptuous Hollywood sex kitten, Audrey Flax! She is his dream girl so, despite hiding behind the mask, he immediately signs on. Regis has run up some debts with loan sharks and collectors start coming around looking for the famous actor. That's when things get strange. A stranger, cast in the role of Puck, turns out to be the real forest spirit! Can Wally overcome his attraction to Audrey in order to keep her friendship? Will the lone shark's men break parts of him before he can convince them he is not Regis? And, who is that mysterious woman lurking in Belvedere Castle?
